Happiest Minds Tech

Happiest Minds Technologies Limited
Regd. Office: #53/1-4, Hosur Main Road, Madivala,

Bangalore-560068, Karnataka, India
CIN of the Co. L72900KA2011PLC057931
P: +91 80 6196 0300, F: +91 80 6196 0700
Website: www.happiestminds.com
Email: [email protected]
June 6, 2022
Listing Compliance & Legal Regulatory Listing & Compliance

BSE Limited National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers Dalal Exchange Plaza, Bandra Kurla Complex
Street, Mumbai 400 001 Bandra East, Mumbai 400 051
Stock Code: 543227 Stock Code: HAPPSTMNDS
Dear Sir/Madam,
Sub: Integrated Annual Report 2021-22
Pursuant to Regulation 34(1) with SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, we are enclosing herewith copy of our Integrated Annual Report 2021-22 along
with the Notice of the 11th AGM of the shareholders of the Company which is being circulated to
our shareholders by email.
The Annual Report and the AGM Notice is also being published on our website at
https://www.happiestminds.com/investors/
This is for your information and records.
Thanking you,
Yours faithfully,
For Happiest Minds Technologies Limited
Praveen Kumar Darshankar

Company Secretary & Compliance Officer
Membership No. F6706
HAPPIEST MINDS
PERPETUITY
DESIGNED FOR DESIGNED FOR
PERPETUITY HAPPIEST MINDS
INTEGRATED ANNUAL REPORT 2022
About the Report
Basis of Reporting UN Sustainable
Happiest Minds has started its Integrated Development Goals (SDGs)
Reporting journey from FY 2021-22 following
the principles of the International Integrated
Reporting Council’s (IIRC) Integrated
Reporting <IR> Framework. Through such
reporting, we intend to progress on our
transparency and disclosure practices by
providing a holistic picture of how we
create value using six capitals – Financial,
Manufactured, Human, Intellectual, Social &
Relationship, and Natural Capital. We also
detail the operating environment in which we
operate, the material matters that may impact
our ability to create value, our governance
practices, and our strategy to maximize value
creation in the future. Additionally, we have
an Environment, Social, and Governance Many of our activities are aligned with the UN Sustainable Development
report which encompasses our sustainability Goals (SDGs). Across the Report, we have mapped the UN SDGs that
practices. This Report provides detailed and
we contribute to with the activities undertaken.
relevant information about our performance
and prospects to the stakeholder, and
will help them make an informed decision
regarding their engagement with us. Forward-looking Statements
Certain statements in this Report regarding our business operations
Reporting Principle may constitute forward-looking statements. These include all
This Report has been prepared in accordance statements other than statements of historical fact, including those
with the Companies Act, 2013 (and the Rules regarding the financial position, business strategy, management plans,
made thereunder), the Indian Accounting and objectives for future operations. Forward-looking statements can
Standards, the SEBI (Listing Obligations and
be identified by words such as 'believes', 'estimates', 'anticipates',
Disclosure Requirements) Regulations, 2015,
and the Secretarial Standards. The non-financial 'expects', 'intends', 'may', 'will', 'plans', 'outlook', and other words of
in the Report have been prepared following similar meaning in connection with a discussion of future operating or
the guiding principles and content elements financial performance.
as stated in the <IR> framework as well as the
GRI standards.
Forward-looking statements are necessarily dependent on
assumptions, data, or methods that may be incorrect or imprecise
Boundary and and that may be incapable of being realized and, as such, are not
Scope of Reporting intended to be a guarantee of future results but constitute our current
The Report covers financial and non-financial expectations based on reasonable assumptions. Actual results
information and activities of Happiest Minds could differ materially from those projected in any forward-looking
Technologies Limited (Happiest Minds) and its
statements due to various events, risks, uncertainties, and other
subsidiary Happiest Minds Inc., USA, for the
period of April 1, 2021 to March 31, 2022. factors. We neither assume any obligation nor intention to update or
revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.
Get this report online at:

Contents
Corporate Overview
02 Chairman’s Letter
04 Executive Board’s Letter
08 Born Digital and Agile
HAPPIEST MINDS
PERPETUITY
Powering a Better World DESIGNED FOR DESIGNED FOR
PERPETUITY
10 Built on a Solid Foundation to Deliver
HAPPIEST MINDS
INTEGRATED ANNUAL REPORT 2022
and Create Value

15 Delivering Solutions across the Globe
16 Awards and Recognition Happiest Minds
20 The Year as it Was ...Designed for Perpetuity
22 Value Created across Six Capitals
26 Our Business Model endless stream of successes
28 Strategy for Maximizing Value Creation
30 Maintaining Effective Dialogue with Stakeholders
symbol of an unending cycle
32 Addressing Material Matters steps towards perfection
35 Risk Management
security for all time
38 Digital Business Services (DBS)
42 Infrastructure Management & Security
Services (IMSS)
46 Product Engineering Services (PES)
49 Building Competitive Edge with Our
Intellectual Capital
52 Glimpses of FY22
68 Environmental, Social and Governance
Symbolizes a Happy Person,
centered around our Being, our
Statutory Reports Belonging & our Becoming
117 Board’s Report

140 Management Discussion and Analysis of
Financial Condition and Results of Operations
157 Corporate Governance Report
174 Business Responsibility & Sustainability Reporting
Financial Statements Logical extension of our happiness

Standalone Financial Statements brand positioning and is indicative
of our endeavor to being and doing
206 Independent Auditor’s Report
mindful in our approach to our people,
216 Standalone Balance Sheet
our customers & the community
218 Standalone Statement of Profit and Loss
220 Standalone Statement of Changes in Equity
222 Standalone Statement of Cash Flows
224 Notes to the Standalone Financial Statements
Consolidated Financial Statements

290 Consolidated Balance Sheet
292 Consolidated Statement of Profit and Loss Indicates our commitment to be agile
294 Consolidated Statement of Changes in Equity and digital to transform organizational
296 Consolidated Statement of Cash Flows & business practices
298 Notes to the Consolidated Financial Statements
Annual Report 2021-22
Chairman’s Letter
The Happiest Minds’

model for creating
an institution which
will survive in
Dear Stakeholders. perpetuity is unique.
The completion of Happiest Minds’ first decade happily coincided
with an outstanding year both in terms of financial results and
organizational excellence. I am delighted to inform you that:
Happiest Minds delivered industry The Institute of Directors (IoD)
standard leading growth with a recognized us as winners of the
superior profit profile. Our growth was Golden Peacock Business Excellence
40.9% in constant currency while we Award for the IT industry
achieved 26.1% in EBITDA
We were also recognized by
The growth was broad-based with all Asiamoney as the Best Company for
our business units, operating geos the Most Outstanding IPO in India
and centers of excellence delivering
Customer Satisfaction, as measured
excellent results. These results were
by our internal survey showed a
enabled by the contributions of our
Net Promoter Score (NPS) of 53
delivery teams, technology and
and overall satisfaction level of 7.7
domain groups and the support of
on a scale of 9.0. We believe these
all our corporate functions under the
numbers to be in the top tier along
leadership of our Executive Board
with comparable companies
We are proud to be recognized by
the Great Place to Work® Institute
(GPTW) to be amongst India’s Top
The rapid adoption of digital technologies
is forcing companies cutting across
industries to innovate rapidly and take
53
NPS
15 Best Workplaces in Health and
advantage of newer technologies and
Wellness. We continued to receive
26.1%
paradigms to significantly enhance
other recognitions from GPTW such
customer experience. Our deep
as India’s Top 25 Best Workplaces
expertise in the building blocks of
in IT & IT-BPM and India’s Top 50 Best EBITDA
Digital such as IoT, AI, Cloud and RPA,
Workplaces for Women for the
3rd consecutive year
02
1 Corporate Overview 2 Statutory Reports 3 Financial Statements
along with next-gen technologies such internally. Diversity will be key. We will
as Blockchain, AR/VR and Robotics increase the percentage of women in
has made us a strategic partner of the company to 35% in ten years. We will We were recognized by
choice to many of these companies, also have women in 30% of leadership Asiamoney as the Best
leading to robust demand and deep positions by then. Company for the Most
long-lasting relationships. Outstanding IPO in India.
20% CAGR
To be recognized for thought leadership
During the first decade, we set our goals in the company’s focus areas,
through two 5-year cycles of our Vision requires creating and delivering value.
statements, each with well-defined We will continue to build consultative target over the next 5 years
measurement criteria.
skills, look at technology aggressively
and continue to build on our IP’s and
I am now happy to share our
solution accelerators. During this past year, we focused on the
Vision statements – that form the
wellbeing of our 4,000+ team of Happiest
acronym DELiGHT – for the next 10
We have placed sustainability at the Minds across locations. Our Internal
years and beyond:
heart of our business approach. Our First Responder Teams swung into
Design Happiest Minds goal is to be carbon neutral by 2030, action to support Happiest Minds and
for Perpetuity establish Happiest Minds Foundation their families. Our virtual engagement
Accelerate Profitable Growth this year and be recognized for corporate included wellness initiatives, mindfulness
Build & Sustain a World-Class Team governance by leading industry bodies. programs and counseling. Our effort
in COVID Care was recognized by
Be the Ambassador of Happiness
Our members in primary locations Great Place to Work® Institute when
Be Recognized for Thought of Bengaluru, Noida and Pune have we received special recognition for
Leadership in our focus areas of returned to office on a hybrid model supporting our members and their
Technology & Solutions of three days’ work-from-office in our families during the COVID crisis.
Be known for our ESG standards transition Back2SMILES. This has led
to an increase in attrition which is As we look ahead to the future, we
The Happiest Minds’ model for creating now an industry wide phenomenon. are optimistic and excited about the
an institution which will survive in tremendous opportunity that awaits us.
However, to mitigate this, we are
perpetuity is unique. The tamper-proof increasing our delivery capacity much
legal framework, the Executive Board I would like to express my gratitude to
higher by an order of magnitude than
structure, being on the leading edge of our customers for their continued faith
the previous years. Our campus hiring
technology, and the enduring belief and and trust in Happiest Minds. I am also
is expected to be 300 joinees by
commitment of the leadership will enable grateful to all Happiest Minds for their
August 2022 and will double to 600 for commitment and dedication to enable
its success. Our Executive Board has
the next year. We are also expanding the happiness of our customers. I am
continued to function very successfully
capacity in each of our locations – grateful to our Board of Directors, our
as the CEO of the company individually
Bengaluru, Noida, and Pune, and shareholders and all other stakeholders
and collectively.
adding Bhubaneswar as a major new for their wishes, guidance and support
Our target is to grow at 20% CAGR delivery center. that help us accelerate our digital and
over the next five years and after that agile journeys.
at one and a half times the industry Our culture of giving defines our social
growth. Acquisitions will be a key part responsibility programs. We have till date Let me close by wishing all of you good
of our growth trajectory. Building and donated towards 4.04 Mn meals to The health and happiness.
sustaining a world-class team would Akshaya Patra Foundation. We have also
involve succession planning for every contributed to Sri Jayadeva Institute of
leader, career development plan for the Cardiovascular Sciences and Research
entire team and a strong technology where a molecular testing lab has been With warm regards.
learning program. The plan is to have set up along with ICU beds at their Ashok Soota
60% of senior positions to be filled Bengaluru facility. Executive Chairman
03
Executive Board’s Letter
Joseph Anantharaju Rajiv Shah

Executive Vice Chairman & CEO President & CEO
Product Engineering Services (PES) Digital Business Services (DBS)
Ram Mohan C Venkatraman Narayanan

President & CEO Managing Director & CFO
Infrastructure Management
and Security Services
Dear Stakeholders:
We hope you are doing well and keeping safe.
It’s been a little over two years since the outbreak of COVID and through this
time each one of us has been directly or indirectly affected. But, with vaccines
and a better understanding of how to handle it, we have emerged stronger
and resilient. It is our hope that the ensuing times bring in good health and
prosperity to all.
04
Businesses, companies and enterprises be hybrid and remote working must

focused on delivering services around be enabled for more use cases
digital technologies were able to adapt like real-time collaboration, AR / We foresee that
successfully. The industrialization-of- VR and metaverse. Delivery model enterprises will have three
digital theme that had gathered steam must be reconfigured to embrace strategic imperatives
earlier was accentuated by the pandemic. distributed services to focus on – Growth,
Adapting to digital realities became an Digitization and Efficiency
b. Enhanced Customer Engagement:
imperative. Technology was no longer Combining Customer Experience
just a cost of doing business; it became (CX), Employee Experience
a source of advantage. Happiest Minds (EX), User Experience (UX)
as a Born Digital . Born Agile Company and Multi-experience (MX) to
was fortuitous to be at the intersection drive greater customer and
of technology + digital and favorably team confidence, satisfaction,
positioned to serve our customers loyalty, and advocacy
making the migration. Demand for our
services was robust which is reflected c. Implementing self-managing
in growth, revenues and profits. physical or software systems that
Therefore, we continue to see a healthy learn from their environments
demand for our services. and can dynamically modify their
own algorithms to adapt to new
As mentioned in our letter in the conditions in the field like humans
Annual Report 2020-21, during the d.
Developing systems and
pandemic, three technology themes applications that learn about
had evolved: People Centricity, Location objects or content by analyzing
Independence, and Resilient Delivery. their data and using it for
These three continue to be at the core of creating realistic, original, and
discussion for business users, decision brand-new artefacts
makers and CXOs. While certain aspects
of these themes have been mastered, 2. Digitization
enterprises continue to try, evaluate,
IT and business staff as a team-in-
test, and deploy technology solutions fusion collaborate and drive innovation
that can meet and enhance the needs of to rapidly digitize business by
their teams, customers and stakeholders.
This provides a long runway for Happiest a. Composable Application
Minds to partner with its customers architecture which allows
in their strategic digital roadmap. implementing new features up
Today, Internet of behavior, Distributed to 80% faster which reduces risk
Cloud & AI Engineering continue to of losing market momentum and
evolve and are still work-in-progress for customer loyalty significantly
many enterprises. b. Implementing Decision Intelligence
architecture to understand and
We foresee that enterprises will have engineer how decisions are made
three strategic imperatives to focus on –
c.
Rapidly identifying, vetting,
Growth, Digitization and Efficiency
and automating as many
1. Growth processes as possible
Leveraging technology trends to
maximize value and create IT force d.
An integrated approach for
multipliers to win business and operationalizing AI models to
market share by generate three times more value
from AI efforts
a. Enhanced People Engagement: The
world in the foreseeable future will
05
3. Efficiency Digital Business Services (DBS) led

Digital business requires a resilient the growth with 53.3% followed by
Your Company delivered and efficient IT foundation as its Infrastructure Management and Security
industry leading growth core to scale cost-efficiently & Services (IMSS) at 45.4% and Product
both for the fourth quarter to engineer trust Engineering Services (PES) at 31%.
and the full year with a The three Centers of Excellence (CoE)
superior margin profile a.
Resilient and flexible integration delivered excellent performance with
of data across business users all of them contributing to revenues
and platforms to simplify the data of more than 50%. We will continue to
41.8%
integration infrastructure and focus on strengthening our technology
minimize technical debt offerings by carving out new centers of
b. Assets and users can be anywhere, excellence as and when they achieve
Total Income for the Year meaning the traditional security a critical mass. Next-Generation Cyber
perimeter is gone making a strong security services and low code/no
40.2%
case for ring fencing security code application development services
around data, privacy, and safety are two areas where we have seen
increased traction and demand.
Operating Revenues Your Company is leading the digital
for the Year efforts for its customers as they During the year, your Company added
experiment and rapidly deploy systems 33 new logos and increased the
22%
and processes that pivot them to their average revenue per customer by 22%
next level of growth, adopt to changing to US$774,000. The success of our
times and increase the trust factor land-and-expand strategy resulted in
Average Revenue
amongst stakeholders. an increased count of large customers.
per Customer
Our $5-$10 Mn clients increased by
Your Company delivered an excellent 1 to a total count of 4, $3-$4 Mn clients
performance in the fiscal gone by. increased by 2 to a total count of
Your Company delivered industry leading 8, $1-$3 Mn clients increased by 9
growth both for the fourth quarter and the to a total count of 25 .
full year with a superior margin profile.
Operating revenues for the year was at Our EBITDA for the year was `295
US$147 Mn , a growth of 40.2% over the Crores at 26.1% of total revenues
prior fiscal. Total income for the year was showed a superior growth of 26.9%.
` 1,131 Crores, displaying a solid growth 99% of EBITDA was converted to cash
of 41.8%. Since FY18, your Company with a free cash flow of `291 Crores.
has delivered a consistent Compounded Net Profit increased by 11.5% to `181
Annual Growth Rate (CAGR) of 23.3%. Crores. Our capital return ratios continue
to industry leading standards with Return
The Executive Board expresses its deep on Capital Employed (RoCE) at 39.8%
appreciation to our Happiest Minds who and Return on Equity at 27.3%.
gave their best and acted in resonance
resulting in those excellent numbers. The Board of Directors, based on your
The revenue growth was broad-based, Company’s good performance, strong
and all the three Business Units (BU) cash generation and review of capital
have shown growth, profitability driven allocation strategy has recommended a
by demand and growth across all our final dividend of ` 2.0 per equity share
geographies and chosen verticals. subject to approval of shareholders.
The total dividend for the year including
the interim dividend (of ` 1.75) is ` 3.75.
06
We made good progress on our diversity As we look at FY23 and beyond, the With COVID abating, one question which
metrics which increased by 2% to 26.4%. demand remains buoyant despite has been topmost in the minds of people
multiple shocks to the world economy – has been on ‘return to office’. The IT
Your Company received multiple cross-border conflicts, high inflationary industry was the first to move to remote
accolades from the Great Place to Work® scenario, rising interest rates, broken working/work-from-home when the
Institute which includes: supply chains and slow growth. With our pandemic hit. However, now with most
ear to the ground, we continue our focus of the industries returning to work in a
India's Best Companies
to shape the digital journey of enterprises. physical mode, the technology industry
to Work for 2021
Cloud adoption is still underpenetrated has been in a wait-and-watch mode.
India’s Top 25 Best Workplaces in with about only 30% of workload on the
IT & IT-BPM 2021 cloud and core transformation that is a We believe very strongly that working
multi-year journey has still a long way to in the office with and amongst
Asia’s Best Workplaces 2021
go. Our aim is to grow consistently at 20% colleagues strengthens and sustains
India’s Top 50 Best and continue to deliver superior margin culture. Our Back2SMILES initiative
Workplaces for Women 2021 profile. To address the heightened was conceptualized to welcome our
demand, we will strengthen our existing colleagues back to office in a planned,
India’s Top 15 Best Workplaces
delivery centers in Bengaluru, Noida & staggered manner. All our offices are
in Health & Wellness 2021 and a
Pune and open a new delivery center in now open, working, and ready. To
special recognition for our Care
Bhubaneswar. During FY22, we started meet our growth objectives, we have
programs for Happiest Minds
onboarding fresh campus graduates and also decided to expand in our existing
and their families during the
we will continue this journey with greater locations while also opening a presence
COVID-19 crisis
vigor in this new fiscal and beyond. in Bhubaneswar in FY23.
Your Company’s Glassdoor® ratings We have enhanced our hiring channels
both onsite and offshore which will help We express our gratitude to you as
increased to 4.4 from 4.3 in the
us attract quality talent across the digital a stakeholder of the Company for
previous fiscal. These recognitions are
spectrum. We are making ahead-of-time providing us support, encouragement
a validation of our efforts over many
investments in emerging technologies and timely advise which acts as guiding
years of fostering an open culture and
such as Metaverse, Web3.0, Advanced light to the next level of growth.
putting our people first in everything
we do and focusing on their learning Analytics etc. to ensure we are
ready when our customers adopt Thank you.
and development. During the year, on
an average every Happiest Mind spent these technologies.
Happiest Minds’ Executive Board
30 hrs on learning. Also, we had 1,885
Happiest Minds who were covered as Our organic growth has been very
part of various upskilling & multiskilling healthy. However, in the case of inorganic
initiatives. We ended the year with 4,168 growth, despite coming tantalizingly
Happiest Minds which is a strong net close to some strategic opportunities,
addition of 22%. we were not able to close any during
the year. We will however continue to
In the fiscal, Happiest Minds entered into focus on this aspect with increased
a strategic partnership with Tech4TH vigor and focus in FY23. Our approach
Inc, an early-stage start-up which to inorganic growth opportunities will
provides consulting-led digital solutions continue to be focused on strengthening
to the travel and hospitality industry. our offerings, entry into a new geography
We intend to join forces and combine or strengthening an existing geography
their consulting and domain expertise for us, getting us in-depth focus in a
with the strengths of digital technology vertical. Our emphasis will be to build
and software engineering of Happiest on the strength of Happiest Minds or fill
Minds to deliver innovative solutions. gaps in our capabilities while acting as a
springboard for our growth aspirations.
07
ABOUT HAPPIEST MINDS

Born Digital and Agile
Powering a Better World.
Happiest Minds is a next-generation digital transformation, infrastructure, security and
product engineering services company.
We have a solid team of some of the most talented people and partnerships with leading global
companies. Together with this combined expertise, we are delivering end-to-end futuristic
and transformative digital solutions to some of the world’s biggest corporates, enabling them
to build a competitive edge and win.
Our solutions have also been at the forefront of transitioning to a digital and sustainable
economy, thereby powering a progressive and better world. We are increasingly leveraging
our competencies and innovating to solve for our clients as well as tackle many of the world’s
pressing issues.
Mission, Vision & Values
Our 2021-31 Vision - Our Values
Design for Perpetuity Sharing
ESG Excellence Mindful
Thought Leadership Our Mission Integrity
Profitable Growth Happiest People . Happiest Customers Learning
Ambassador for Happiness Excellence
World-Class Team Social Responsibility
08
Diversified Business Offering Spanning Digital Lifecycle
Product Engineering Digital Business Infrastructure Management &

Services (PES) Services (DBS) Security Services (IMSS)
Engineering digital products that are Helps organizations develop a digital Offers end-to-end monitoring and
smart, secure and connected. roadmap to create digital capital and a management and secure ring-fencing
seamless customer experience. of customers' infrastructure
and applications.
`1,094 Crores 4,168 206

Total Revenues (in `) Happiest Minds across 7 countries Active clients
Great Place Global Awards

To Work® Certifications
Ranked #21 - India's Best Companies ISO 9001:2015: Quality Golden Peacock Business
to Work for 2021 Management System Excellence Award 2021
Ranked #63 - Asia’s Best ISO 27001:2013: Information IBM Geography
Workplaces 2021 Security Management System Excellence Award for APAC
India’s Top 50 Best Intel® Network Builders
Workplaces for Women 2021 Winners' Circle Gold
India’s Top 15 Best Workplaces in ISG Digital Case Study Awards™ 2021
Health & Wellness 2021
India's Top 10 for COVID Care 2021
India's Top 25 Best Workplaces in
IT & IT- BPM 2021
Shareholding Pattern (%) (as on March 31, 2022)
2.24
8.05
1.48 53.26
0.16
34.81
Promoters and Promoter Group Public Clearing Members Mutual Funds/Banks/FI’s/QIB FIIs/NRIs/FPI’s Body Corporates
09
OUR STRENGTHS
Built on a Solid Foundation to
Deliver and Create Value
Happiest Minds is a Born Digital . Born Agile Company. With our end-to-end capabilities across
the digital lifecycle, innovation prowess and strong team, we are positioned to rapidly deliver
strategically viable, futuristic and transformative digital solutions. This is complemented by our
diversified business model which provides scalability across verticals, technologies, customers
and geographies.
Visionary Leadership & Top-Rated Clientele and Diversified

World-Class Team Revenue Concentration
54 85%
Promoted by Ashok Soota, a veteran
in IT industry
Fortune 2000 / Forbes 200 Repeat Business
Led by a professional management
Billion $ Corporation
team with extensive experience in
the IT Services industry, in-depth
understanding of managing
complex projects and a proven Broad range of offerings and multiple business units
performance track record facilitating upsell and cross-sell opportunities
Diversified Geographic Footprint

Presence across seven countries including the US and the UK which are the
largest IT markets
Deep offshoring capabilities which provide scalability as India has availability
of large pool of trained engineers
Diversified operations across geographies ensuring lower market
concentration risks
Strong R&D Capabilities and Technology Expertise

Capabilities to develop solutions Expertise in technological capabilities Three Centers of Excellence (CoEs)
as per the new technological developed to support mobile for IoT, Analytics/Artificial Intelligence
breakthroughs connectivity with other devices, social and Digital Process Automation
media, big data analytics and cloud
Expertise on the Internet of Things
delivery, among others
(IoT), DevOps and Robotic Process
Automation (RPA), Software Defined Enterprise digital transformation,
Networking/Network Function next-generation product and platform
Virtualization (SDN/NFV), Big engineering and secure infrastructure
Data and Advanced Analytics, delivery capabilities
Blockchain, Cloud, Business Process
Management (BPM) & Security
10
Diverse Industry Expertise

Expertise across sectors with proven delivery model and in-depth experience
Ability to deliver solutions tailored to local market and business-specific requirements
Edutech Hitech Banking and Retail Travel, Media Industrial Manufacturing

Financial Services & Entertainment
(BFSI) (TME)
11
Leading Ahead With Culture & Technology

Happiest Minds is a Mindful IT Company, that enables digital transformation for enterprises and
technology providers.
In The Perceive
Moment Immersively
Process
Non-judgementally
Perform
Empathetically
Happiest Minds is the First Indian IT firm to be

‘The Mindful IT Company’
Happiest People . Happiest Customers

CULTURE
The happiness and prosperity COLLABORATION COMMUNICATION
of all stakeholders is the
CONTRIBUTION COMMUNITY
key to success. We have
institutionalized this simple
CREDIBILITY Happiest People CHOICE
thought into our mindful
approach which enables
our success and drives us 7C Framework
towards excellence.
CONSIDERATE Happiest Customers CREDIBILITY
We help our customers

win by delivering the right COMMUNITY COMMUNICATION
solutions to them. CO-CREATION CONSULTATIVE
CULTURE
12
Digital and Agile Delivery Model

Our ‘Born Digital . Born Agile’ approach focuses on delivering a seamless digital experience,
enabling us to fulfil customers’ business requirements. This is supported by our agile framework
which enables scaling right from ideation to production in the shortest time.
97% Digital and 93% Agile business Quality software engineering talent, End-to-end capabilities across
advanced knowledge of modern software development lifecycle and
Multi-year engagement with global
methodologies and productivity tools, ongoing support
Independent Software Vendors (ISVs)
and strong project management
for software products developed,
practices
ensuring high configurability and
operational performance to address
diverse needs of end-users in
diverse industries
Business Agile
Transformation Organization
Business Agile
Insights Business
CREATING MINDFULLY
DIGITAL AGILE
CAPITAL
Platformize and Agile
Modernize Delivery
Reimagining Engineering &

Customer Operational Excellence
Experience
13
Scalable Business Model

Diversified business model which is scalable across verticals, technologies, customers and geography
High proportion of revenue from offshore which ensures high margins and scalability as India has a large talent pool of trained
engineers with experience in delivering IT services
Revenue by Geography Digital Revenue Revenue by Vertical
9.0% 3.5% 8.8%

8.6%
8.6% 23.2%
14.1% 11.9%
6.9%
66.5% 43.6%
10.4% 12.1% 10.3% 15.8%
13.2%
20.3% 13.2%
USA Europe India Digital Infra/Cloud SaaS Analytics / AI Edutech Hitech Travel, Media and Entertainment
Rest of World Security IoT Others Banking and Financial Services Retail / CPG
Industrial Manufacturing Others
Currently, a large portion of revenue comes from the Competencies in multiple technologies especially in A significant portion of our revenues is concentrated
US market. Increasing demand from other locations emerging ones that are witnessing growing demand in a few industry verticals. Our growing expertise in
and our growing implementation capabilities provide provide scope for growth. various other industries provide scope to participate
scope to grow business there. in opportunities arising from them.
Client Revenue Concentration Million $ Customers
60.6% 38
44.1% 26
25
30.7%
12.6%
Top 1 Top 5 Top 10 Top 20 FY20 FY21 FY22
206 clients as of March 31, 2022. Healthy mix Consistent increase in million dollar customers across
of customers across chosen verticals, offerings the years through focused land and expand strategy.
and geographies.
Onsite/Offshore
(by number of members)
Fixed Price Time and

Onsite
4.1% Offshore 25.1% Material
95.9% 74.9%
14
Delivering Solutions
across the Globe
We have built a presence and established our competencies in strategic locations. We will
continue to leverage our technology expertise and offshoring capabilities to position ourselves
as an attractive digital transformation partner.
Reading
Seattle Toronto
Amsterdam Noida
Westford
Omaha
Atlanta
Pune
Dubai
Houston
San Jose
Austin
Bengaluru (2)
Sydney
Europe & UK UAE Americas

UK and Netherlands Dubai US and Canada
2 20 1 15 8 66
Offices Happiest Minds Office Happiest Minds Offices/Presence Happiest Minds
Australia India
1 3 4 3 4,064 Headquarters
Office Happiest Minds Offices States Happiest Minds Bengaluru
15
Awards and Recognition
People Practice
Great Place to Work® Institute
Ranked #21 - India's Best

Companies to Work for 2021
Ranked #63 - Asia’s Best

Workplaces 2021
India’s Top 50 Best Workplaces

for Women 2021
16 *All logos are properties of their respective owners.

People Practice
Great Place to Work® Institute
India's Top 25 Best Workplaces in

IT & IT-BPM 2021
India’s Top 15 Best Workplaces in

Health and Wellness 2021
India’s Top 10 for

COVID Care 2021
*All logos are properties of their respective owners. 17

Talent
PeopleAcquisition
Practice and Learning & Development
Global HR Excellence
Award 2021 for Learning
& Development and
Innovation in
Recruitment
Corporate
Golden Peacock Award for

Business Excellence 2021
2021 ISG Digital Case

Study Awards™
18 *All logos are properties of their respective owners.

Corporate
Asiamoney - Asia's
Outstanding Companies Poll
2021
Most Outstanding Company in India
under Small / Mid-caps Sector
Most Outstanding IPO in India
Intel® Network Builders - Gold Partner
2021 IBM Geography

Excellence Award for APAC
League of American
Communication
Professionals (LACP) -
Platinum and Gold
Awards for 2021 Annual
Report
Ranked #24 globally and #1 in India
*All logos are properties of their respective owners. 19

The Year as it Was
Industry-leading Growth Delivering Returns

with a Superior Margin Profile to Shareholders
41.8% 95.7%
In total income to ` 1,13,075 Lacs In market capitalization to
` 15,51,834 Lacs as on March 31, 2022
(` 7,93,137 Lacs in FY 2020-21)
26.1%
EBITDA margin to ` 29,477 Lacs ` 3.75 per share
Interim dividend of ` 1.75/- per share
& recommend a final dividend of
` 2/- per equity share
(` 3/- per share in FY 2020-21)
Gaining Recognition
Among the Analyst Community
Recognized as a ‘Major Contender’ in Everest Group PEAK Matrix for Digital Engineering
F
eatured in NASSCOM’s report on India Cybersecurity Industry Services & Product Growth Story for a
case study on major civil aviation infrastructure. We are also recognized as managed security service
providers and integrators under emerging cyber security services hubs.
Featured in NASSCOM Cloud Case study Compendium on Digital Content Monetization (DCM) solution
Recognized in Zinnov Zones as a:
Leader for Enterprise Software
Leader for ER&D (Small & Medium Service Providers)
Niche-Established for AI Engineering
Niche-Established for IoT Services
Recognized by Information Services Group (ISG), with two 2021 ISG Digital Case Study Awards™
Included in Forrester Now Tech: Robotic Process Automation Services Analyst Report
For the complete list of Analyst Mentions, refer to:

https://www.happiestminds.com/about-us/analyst-mentions/
20
Robust Strengthened
Business Wins Talent Capabilities
33 940
New Customers Net Happiest Minds Additions
(562 in FY 2020-21)
54
Fortune 2000 / Forbes 200
Billion $ Corporations
Enabling Customer
Customer Happiness Satisfaction
53 7.7/9.0
Net Promoter Score Customer Happiness Score
(57 in FY 2020-21) (7.8/9.0 in FY 2020-21)
21
Value Created across Six Capitals
Financial Capital
It represents the funds that are available to us, including debt and equity, which we deploy in the business and in
other capitals to support our operations and business strategy. Our endeavor is to deploy funds efficiently to optimize
returns for our stakeholders.
Total Income (` Lacs) EBITDA (` Lacs) and EBITDA Margin (%)
CAGR CAGR
23.3% 149.4% 27.0% 29,477
1,13,075
26.1%
79,765 21,525
71,423 15.8%
60,181
48,912 11.0% 11,312
6,628
762 1.6%
FY18 FY19 FY20 FY21 FY22 FY18 FY19 FY20 FY21 FY22
EBITDA EBITDA Margin
PAT (` Lacs) and PAT Margin (%)
CAGR (3-year)
133.7%
18,120
16,246
20.4%
16.0%
7,171
10%
1,421
FY18 2.4%
(2,247) FY19 FY20 FY21 FY22

(4.6%) PAT PAT Margin
22
Free Cash Flow to EBITDA (` Lacs)
CAGR
158.7%
29,064
98.8% 99.6% 99.5%
21,428 98.6%
11,266
85% 6,549
649
FY18 FY19 FY20 FY21 FY22
Free Cash Flow Conversion (%)
Return of Capital Employed (RoCE) (%) Return on Equity (RoE) (%)
39.8% 29.8%
31.2%
28.9%
27.1% 27.3%
FY20 FY21 FY22 FY20 FY21 FY22
Earnings Per Share (EPS) ` Diluted Net Worth (` Lacs)
12.55 66,580
11.45
54,599
5.36 26,531
1.16
FY18 FY18 FY19
FY19 FY20 FY21 FY22 FY20 FY21 FY22
(6,605)
(10,888)
(3.13)
23
It represents the collective knowledge of the organization which helps us in delivering innovative solutions to clients
as well as provides us a competitive edge in the industry. It includes the knowledge of our people and the strategic
alliance partners through which we have developed several platforms and intellectual properties which helps in driving
business opportunities. We are continually investing in nurturing our people skills and entering new partnerships to
reinforce our capabilities and drive the success of our clients.
R&D Investments Digital Revenues Agile Revenues
`1,383 Lacs 97% 93%

` 1,450 Lacs in FY21
Centers of Excellence
3
(IoT, Analytics/Artificial Intelligence and Digital Process Automation)
Human Capital
It represents the competencies, experience, engagement, and motivation of our people to work passionately towards
serving our clients and achieving organizational goals. They are critical to our long-term growth, and we are continually
investing in their wellbeing, engagement, skill development and diversity and inclusion to create a workplace with
which they can be proud to be associated.
People Satisfaction Score Utilization Attrition Diversity
93% (GPTW) 80.5% 22.7% 26.4%

94% in FY21 79.5% in FY21 12.4% in FY21 24.5% in FY21
Person with Disabilities Nationalities in the Workforce
4 10
7 in FY21 10 in FY21
24
Social and Relationship Capital
It represents the quality of relationship that we have with our stakeholders, the shared values we create for them as
well as the intangibles associated with our brand that drive their willingness to associate with us. It encompasses our
customers, supply chain, alliances and the community at large all of whom are integral to our business decisions.
We continually engage with them and take action to address their needs.
Active Customers Net Promoter Score Million Dollar Customers Average Annual Revenue/Active Customer
206 53 38 US$774,000
173 in FY21 57 in FY21 26 in FY21 US$634,000 in FY21
Repeat Revenues CSR Spend Akshaya Patra Meals
85% `215 Lacs 12,76,622

87% in FY21 `75 Lacs in FY21 13,31,154 in FY21
Natural Capital
It represents the renewable and non-renewable environmental resources that we use in conducting our operations. It also
includes the intended and unintended impact of our operations on the environment. We are continually investing in minimizing
our environmental footprint towards a sustainable world and building business resilience.
tCO2e Carbon Emissions (Scope 1 + 2) Water Recycled
907.03 87.38%
837.54 in FY21 66.20% in FY21
Manufactured Capital
It represents the state-of-the-art tangible infrastructure like office space, IT hardware and telecommunication equipment, and
other infrastructure which helps us in carrying out activities efficiently and driving the wellbeing of employees. We prudently
invest in upgrading these to ensure seamless operations as well as drive shareholder value creation.
Offices/Presence
16
11 in FY21
25
Our Business Model

Input Value Creation
Net Worth: ` 66,580 Lacs Opportunity Tracking
Cash and Cash Equivalents: ` 63,200 Lacs Sales Intelligence Tool
Financial Plant, Property and Equipment: ` 78 Lacs Partner Connect
Deal Database
Customer Referrals
Lead Generation and Nurturing
Proactive Proposals
Skills, Competencies, and
3
Centers of Excellence (CoEs) for IoT, Analytics /
Capabilities of Happiest Minds
Artificial Intelligence and Digital Process Automation
Manufactured Delivery Centers: 3
16 offices/presence in 7 countries Capitalizing on Projects
Deal Qualification
Clarity on value proposition
Stakeholder mapping
Interlocks with other
enterprise applications
R &D Expenditure: ` 1,383 Lacs
Collaboration on CRM
IPs/Solution Accelerators: 7
Management review of pipeline
Intellectual
Controlled access to
proposal repository
Customer testimonials
Capitals
Deal-based marketing
Innovative pricing technique
Win/Loss analysis
Happiest Minds: 4,168
Employee Benefits Expense: ` 62,000 Lacs Delivery Excellence
Human Diverse and Inclusive Workforce: 26.4% women,
Matching skills and aspirations
10 Nationalities
of Happiest Minds to
Total Training Hours: 1,18,325
customer requirements
(Excluding Mandatory Training hours)
Use of accelerators/new
Average training hours per Happiest Mind: 32
solutions, tools
Collaborations, unmatched
personal experience
CSR Spend: ` 215 Lacs
Continuous project monitoring,
175 interactions with analysts, investors and shareholders
defect tracking
Social & through periodic earnings calls, conferences, etc.
Relationship Implementation of LEAN initiative
Active Customers: 206
Robust Quality Control processes
Client Retention
Capturing feedback
Evaluation and assessment of
Vision to be Carbon Neutral by 2030
project execution and delivery
Energy-saving initiatives and optimization
Natural Promoting responsible use of water in-house and through Identification of improvement areas
community initiatives Obtaining dual level customer
Optimizing Business Travel feedback on four broad
Water Consumption: 984.22 KL parameters: satisfaction, advocacy,
Energy Consumption: 4,375.89 GJ loyalty and value for money
26
Output
Operating Revenue: US$146.6 Million; PAT of ` 18,120 Lacs (Growth of 11.5% y-o-y)
Growth of 40.2% y-o-y Free Cash Flows of ` 29,064 Lacs
Financial Total Income of ` 1,13,075 Lacs; RoCE & RoE of 39.8% and 27.3% respectively
Growth 41.8% y-o-y Increase in Market Capitalization by 95.65% as
EBITDA of ` 29,477 Lacs, 26.1% of Total compared to FY21
Income (Growth of 36.9% y-o-y) Earnings Per Share of ` 12.55
Dividend Per Share ` 3.75
Best-in-class ecosystem benefiting Happiest Minds and Customers

Achieving greater efficiency with reduced cycle time
Manufactured Local presence in 7 countries to facilitate prompt business turnaround
Recognized as a ‘Major Contender’ Recognized in Zinnov Zones as a Leader

in Everest Group’s PEAK Matrix for for Enterprise Software, Leader for ER&D
Intellectual Digital Engineering (Small & Medium Service Providers),
Featured in NASSCOM’s report on India Niche-Established for AI Engineering,
Cybersecurity Industry Services & Product Niche-Established for IoT Services
Growth Story for a case study on major Expertise in Internet of Things (IoT), DevOps
civil aviation infrastructure. We are also and Robotic Process Automation (RPA),
recognized as managed security service Software Defined Networking / Network
Capitals
providers and integrators under emerging Function Virtualization (SDN/NFV), Big Data
cyber security services hubs and Advanced Analytics, Blockchain, Cloud,
Featured in NASSCOM Cloud Case Business Process Management (BPM) and
study Compendium on Digital Content Integration, Security
Monetization (DCM) solution
Women Happiest Minds as a % of Learning Hours in FY22 increased by 46%

total workforce increased from 24.5% compared to FY21
Human in FY21 to 26.4%
Recognized as one of the Top 15 of India’s
Best Workplaces in Health and Wellness by
Great Place To Work® Institute (GPTW)
Net Promoter Score: 53

Million Dollar Customers: 38
Social & Repeat Revenues: 85%
Relationship Akshaya Patra Foundation Meals: 12,76,622
Total water recycled – 87.38% (FY22), 66.2% (FY21)

Total Emissions (Scope 1 + Scope 2) = 907.03 tCO2e (FY22), 837.54 tCO2e (FY21)
Natural
27
Strategy for Maximizing Value Creation
We endeavor to deliver business excellence through digital transformation for enterprises and
technology providers. We do this with our comprehensive technology offerings anchored in
our unique philosophy of ‘Born Digital . Born Agile’, a Mindful IT Company. We continue to
nurture this approach alongside augmenting capabilities to establish new product and services'
roadmaps and strengthen our reputation to meet evolving needs.
Land and Expand Strategy

We believe that understanding the
customers and making them central to our
decision-making is key to our long-term
growth. We carefully segment our customers
and deliver differentiated experiences.
We mindfully understand their perceptions,
share our brand’s vision and value, and
provide excellent services. This drives
word-of-mouth brand building and helps us Pursue Inorganic Opportunities
tap into and grow new accounts. This strategy
has been driving our brand desirability, Mergers and Acquisitions (M&A) have been
visibility and credibility as well as enhancing a key driver in augmenting our capabilities in
our chances of success and increasing core, niche and emerging technology areas.
customer lifetime value. It has enabled us to position ourselves as an
attractive digital partner of choice.
We will continue to adopt a consumer-centric
strategy through research, actionable We will continue to pursue many more
insights and realizable blueprints to position opportunities such as these to strengthen
ourselves as a relentless, agile player our market position as well as open new
in the pursuit of innovation and digital possibilities to drive business growth. It will
transformation. help us to combine the assets and skills,
reduce risks, create value, improve capacity
utilization, and gain economies of scale.
Our focus is on targeting companies that
can bring speciality and complementary
skills so that we can provide a better value
proposition to our clients.
28
Scale Geographical Presence

Geographical expansion is a strategic move
to attract new customers, generate new
and lucrative streams of revenue, manage
competition, and leverage new market
opportunities. We have already established
our presence in key geographical areas
including UK, US, Canada, Australia, UAE
and The Netherlands, in addition to our
existing office locations in India at Bengaluru,
Widen Domain and
Noida and Pune.
Technology Expertise
We have further plans to set up a new office
Domain-expertise-led business expansion
in eastern India at Bhubaneswar, Odisha
provides more scalability and reliability to our
to strengthen our offshoring capabilities
business. Starting with technology, we have
and attract local talent. We will also pursue
built expertise across banking and financial
opportunities to deepen our presence in
services, edutech, retail, manufacturing,
existing locations as well as enter new
media, entertainment, travel & hospitality,
global locations.
and HiTech by recruiting IT professionals
with dedicated industry experience.
This specialization provides the efficiency
and flexibility to deliver quicker turnaround
and high quality.
Intensify IP-led Growth
We have also focused on enhancing our
IPs are an integral part of our offerings to
expertise in emerging disruptive technologies
generate additional revenues. With niche
by continually investing in our members and
IPs that can complement our existing
increasing our R&D capabilities. Our current
services, our ability to deliver value to our
identified areas are AI, Blockchain, RPA,
clients are elevated. So, while innovation
Virtual Reality, Robotics, Drones, Low-code
continues to drive growth, we create
No-code Platforms, Metaverse, Web 3.0
and monetize a successful IP strategy to
and Privacy Enhanced Computing. We have
ramp-up revenue.
already created use-cases and demos to
show their potential and fitment to customers
Our strategy is to develop software platforms
in their solutions.
& components having high configurability
and operational performance, so that
We will continue to explore and build
it can address the needs of diverse
competence in new verticals and
end-users across multiple industries and
technology areas in Media & Entertainment
environments. Our advantage of high
and Health & Life Sciences to diversify
quality and speed of delivery supported
and grow our customer base as well as
by engineering talent, proprietary
build a competitive edge to remain at
software development lifecycle processes,
the forefront.
applications and tools, and strong project
management practices position us as an
attractive partner and solution provider.
29
Maintaining Effective Dialogue
with Stakeholders
Stakeholders are key to implementing our business strategy and driving business
growth in the long run. We ensure sustained engagements with them to understand and
address their concerns as well as ensure alignment of interests. This helps us to build
long-term relationships and ensure sustained value creation for all.
At Happiest Minds, our stakeholder engagement process is focused on stakeholder identification, consultation,
prioritization, collaboration, engagement, and reporting. While we deal with multiple stakeholders, it is only those
who add value to our business and are critical to our value creation that are key. We identify them through an
exercise undertaken in consultation with our leaders. We understand their expectations & concerns and address
them accordingly. This helps in the prioritization of strategy, policies and action plans in the environment,
economy, and society.
Key Stakeholders and their Concerns
Key Stakeholders Channels of Engagements Key Topics and Concerns Raised How We are Addressing
during such Engagement
Project-related calls, reviews and Achieve an NPS of 55 by 2026 Improved implementation

meetings; relationship meetings 95% or more of customers score 7 capabilities and skills
and reviews; executive meetings on a 9-point scale in the Customer of people to deliver
Customers and briefings; customer visits; Happiness survey projects on time
responses to RFIs/RFPs; sponsored Strong cyber security
Increase repeat business from
events; mailers; newsletters; solutions implemented
90%+ to 95%+ by 2031
brochures; company website; to protect data
social media (LinkedIn, Twitter, Track value adds with 30%
Facebook, Instagram); Customer customer coverage every year
Happiness Surveys; sponsored
community events
Town halls; project or operations Effort towards personal Instituted a dedicated

reviews; video/audio conferences; wellbeing and happiness wellness program and council
performance evaluation/wellness/ Happiest Minds score to address 7 aspects of
People member engagement programmes; wellness i.e. physical, spiritual,
7 on a 9-point scale in the
Yammer (intranet platform); one-to- Happiness Index intellectual, professional,
one counselling; iAppreciate social, emotional and
Create an atmosphere to be
(appreciation portal); Committees; environmental wellness
recognized as amongst the top
Circle of Happiness Champions; 90+ wellness
3 places to work in the Indian IT
Annual Reviews programs in FY 2021-22
services industry
Multiple learning programs
including 36 for niche skills
Multiple programs to support
gender, cultural, generational
and ethnic diversity
30
Key Stakeholders Channels of Engagements Key Topics and Concerns Raised How We are Addressing
during such Engagement
Press releases; email advisories; Long-term growth Maintained industry-leading

in-person meetings; press/investor Highest standards of performance with
conferences; disclosure; social corporate governance superior margins
Shareholders and environmental sustainability
& Investors Transparency and disclosure Devised strategy for
financial statements; earnings long-term growth
call; exchange notifications; press Establish leadership in
Environment, Social and Established ESG policy to
conferences; website; Annual
Governance (ESG) standards drive business resilience
General Meeting; Annual Report
Meetings/calls; visits; partner Enhance and actively Premier vendor relationships

events; conference calls; engage in innovation with dedicated support
business reviews Be a partner for Provide ready availability
Alliance
Partners digital technologies of skilled resources and
privileged access to IPs, labs
and infrastructure
Presentations; reviews, field Being a responsible Supported Akshaya Patra

visits and surveys; calls and corporate citizen Foundation in their meal
meetings; consultative sessions; Contribute time and financial distribution program
Community due diligence; conferences resources to social and CSR spending for COVID-19
and seminars; press releases & environmental causes support, supporting
conferences; sponsored events Associate with organizations treatment of blindness and
working towards this goal enhancing education
Provided resources for
Sri Jayadeva Institute of
Cardiovascular Sciences and
Research for a molecular
testing lab and ICU beds
Project management reviews; Fair business practices Ensured fair and

relationship meetings and Governance transparent onboarding
reviews; contracts and payment terms
Vendors Sustained demand and
business opportunities Supporting suppliers with
training and skill-building
Creditworthiness
Promote small businesses
Representations on consultative Participate in national Transparent reporting of

papers by regulatory authorities; economic development financial and non-financial
interactions with statutory bodies Timely payment performance as
Government and
like SEBI, the Labor Authorities, to the exchequer per GRI standards
Regulatory Bodies
CPCB, etc.; policy advocacy; ESG action plan created
Contribute to community
interactions/representations with
development and sustainability
Government through industry
associations like NASSCOM,
FICCI, ASSOCHAM, CII
31
Addressing
Material Matters
Material matters are those that have an impact on our ability to create value on our stakeholders.
We proactively analyze various economic, environmental, social, and governance issues, and
accordingly define the strategic priorities and mitigating actions to make our business more
resilient in the long run.
Materiality Analysis
We have conducted a materiality assessment to identify priority issues for the Company and its internal and external
stakeholders. As the first assessment of material concerns this year, we have classified the material issues based on risks
and opportunities. We have arrived at these keeping in mind the GRI Standard principles of materiality, identifying technology
trends, benchmarking with industry peers and engaging with stakeholders.
Happiest Minds has a presence across multiple geographies, industries, services, and products. The universe of our material
concerns is complex and multi-layered, one that is deeply intertwined with the decisions we implement and the value we
seek to create through our business. Our materiality analysis demonstrates areas of focus on issues that are truly critical to
achieving the Company’s goals, strengthening the business model and managing the impact on the environment and society.
Corporate
Governance
Information
Management &
Social Responsibility Customer Privacy
People
Engagement,
Diversity, and Our Data Security
Inclusion
Material Issues
Talent and
Skill Management
Climate Change
Systemic
Risk Management Competitive
Behavior
32
Key Stakeholders and their Concerns

Material Issue Matter of Risk or Opportunity and the Context Approach to Adapt or Mitigate
Risk Robust corporate governance mechanism which ensures
Strong corporate governance that considers responsible business conduct and regulatory compliance
stakeholder concerns, engenders trust, Adequate Independent Director representation to protect
Corporate
oversees business strategies, and ensures fiscal stakeholder interest
Governance
accountability, ethical corporate behavior, and Robust enterprise risk management framework and
fairness to all stakeholders is core to achieving consideration for ESG risks
our longer-term mission.
Promoters to hold 40% stake to ensure perpetuity in the
Company’s vision and culture
Strong checks in place to prevent corruption and
non-compliance
Risk Implemented Data privacy policies and controls as per

We work with a wide range of customer data the GDPR requirement to protect personal data
which is leading to increased regulatory scrutiny In process of implementing the Privacy Information
Information
globally. Cloud-based software and IT services Management System as per the ISO 27701 standard
Management &
also raise concerns about potential access to user
Customer Privacy Undertaking annual security awareness sessions
data by governments.
Effective management in this area is important to
reduce regulatory and reputational risks which
can impact revenues, and market share, and lead
to regulatory actions involving potential fines and
other legal costs.
Risk Implemented multiple controls to ensure data security and

Rising instances of cyber-attacks and social privacy including user awareness and training programs, end
engineering puts our data and that of our point and N/W security controls
Data Security
customers at risk. Proactive monitoring and analysis of any new
Inadequate prevention, detection, and vulnerabilities and threats
remediation of data security threats can damage Ensuring all third parties have adequate data protection
our reputation and thus influence customer measures and procedures
acquisition and retention, resulting in decreased
market share and lower demand for our products.
It can also result in increased expenses, due to
remediation efforts such as identity protection
offerings and employee training on data
protection. New and emerging data security
standards and regulations further lead to
increased costs of compliance.
Risk & Opportunity Actively integrating ESG in our business decisions and
Climate change poses significant physical and designing our operations and business activities aligned with
transition risks to our business. It can also impact climate neutrality by leveraging innovative technologies,
Climate the wellbeing of Happiest Minds and customers as renewable energy, and upgrading existing systems for
Change well as our strategy and financial resources. It also higher efficiency
offers opportunities arising from innovations in Board-approved ESG policy aimed at enabling a low-carbon
energy efficiency and renewable energy. and resource-wise economy
Climate change risks and opportunities reviewed by a
Board-approved management level ESG committee
Helping our customers to transform their business into lean,
energy-efficient, and agile cloud-based digital solutions, and
embrace technology-led green solutions
Encouraging vendors to adhere to safe and environmentally
responsible practices
33
Addressing Material Matters
Material Issue Matter of Risk or Opportunity and the Context Approach to Adapt or Mitigate
Opportunity Balancing the protection of our IPs and their

IT companies spend a significant proportion use to spur innovation so as to not unfairly
of their revenues on IP protection. While IP restrict competition
Competitive
Behavior protection is inherent to the business model of
some companies, it is also an important driver
of innovation, and restricting competition from
accessing its benefits can be a contentious
societal issue.
Risk Adopted a Secure Software development process to

Programming errors or server downtime have ensure any security vulnerabilities are identified and
the potential to generate systemic risks, such fixed prior to release
Systemic
Risk Management as computing and data storage functions to the Perform detailed security testing on the developed
cloud. The risks are heightened for sensitive application/system
sectors, such as financial institutions or utilities,
which are critical to national infrastructure.
Investments in improving the reliability and
quality of IT infrastructure and services are
therefore critical.
Opportunity Multiple learning and development programs to upskill

Our people are the key contributors to value and reskill people
Talent and creation. Recruiting qualified employees to fill the Robust system for acquiring and retaining
Skill Management relevant positions and training them adequately in the right talent
including niche skills is key to servicing our clients
and driving future growth. It also enables us to
provide a quality differentiator.
Opportunity Significant monetary and non-monetary benefits

The health and safety of our teams as well as given to improve people engagement and
their physical, emotional, and mental wellbeing is therefore retention
People
Engagement, critical to keeping them motivated, driving their Regular surveys conducted to gauge People Pulse
Diversity productivity, and influencing their retention. Consistently scored high on all Great Place To
and Inclusion Diversity and Inclusion is essential as it helps in Work® parameters
bringing diverse talent within the organization and In terms of diversity, 26.4% of Happiest Minds
thus drives a thriving and innovative culture. It also are women and we intend to increase this to
helps us understand the needs of our diverse and 35% in 10 years
global customer base.
Opportunity Striving to be a good corporate citizen with a special

Business must be rooted in community and be emphasis on environmental responsibility and
aligned with its larger interests. Any adversarial driving inclusivity
Social &
Relationship relationship can hurt our ability to create Maintaining harmonious relationships with the
long-term value. community by undertaking various support and
developmental efforts
34
Risk Management
Our business faces several Risk Management Framework

risks which may be internal We have established a well-defined framework and procedures for enterprise risk
management, prepared under the supervision of the Executive Board. It encompasses
or external. We have a robust
significant risk in areas of information security, operations, delivery, and key support
framework and process in functions along with detailed risk management guidelines including risk identification,
place to effectively manage analysis, response, tracking, and management discussion and mitigation. Risk registries
are maintained by respective functions and project teams. These are centrally
them and deliver long-term
reviewed and periodically monitored by compliance and governance teams identified
value to our shareholders. as the owner for the specific area of risk.
The Chief Information Security Officer (CISO), Chief Information Officer (CIO) and
Engineering and Business Excellence Team (EBE) work together with the Executive
Board in achieving the above. The process followed by them in identifying areas
of risk includes:
Identification of key risk areas
Assessment of key risks for probability and impact
Prioritization
Formulation of response
Identification of owners
Participation by owners in outlining mitigation plans
Reporting on adequacy and effectiveness
Acceptance of residual risk
Our risk appetite reflects the broader level of risk that we can assume and successfully
manage and is factored into our strategy at the time of drawing up the long-term and
the annual business plan.
Key Risks and Mitigation Actions
Financial Risks
Risks Mitigating Actions

Foreign currency fluctuation We manage FX risk in 2 ways. 1. Natural Hedge – Matching of payable
A large part of the revenues come from international and receivables in foreign currency such that the swings are neutralized.
operations. Any unfavourable movement in foreign currency 2. Simple Derivatives - in the form of plain vanilla forward exchange
may adversely impact profitability. contracts with a residual life of a maximum of one year and structured in the
form of a ladder for covering probable transaction/inflows
Customer credit We maintain short bill and collect cycles, with a strong focus on collection
Inability to obtain payments owed by our customers will as evident in our debtor days of 90 as on March 31, 2022
impact on our working capital cycle and lead to loss. We undertake assessing the creditworthiness of customer
We ensure adherence to contractual terms to ensure timely collections
Availability of credit and liquidity management We maintain our focus on monitoring our positions and maintaining
Inability to maintain optimum liquidity level may put us at risk adequate sources of financing through various banks under multiple
of meeting future cash and collateral obligations. banking arrangements.
We have access to undrawn borrowing facilities of ` 87 Crores as
on March 31, 2022
35
Business Risks

Concentration of revenues The majority of our revenues come from the US. However, over the years
We are dependent on a few customers and geography for we have grown business in other regions resulting in a consistent decline in
a large part of the revenues. Inability to attract new or retain the share of revenue from the US
existing customers, or any unfavorable macro scenario in our We maintain close relationships with customers and maintain constant
key target market may impact revenues. engagements to understand their needs
Continuous focus on adding new clients which in FY 2021-22 stood at 33
We leverage our extensive portfolio of offerings to cross-sell and upsell to
existing customers
New and emerging technology disruption We have experience in several next-generation technologies like
Ours is a rapidly evolving industry, and the inability to build blockchain, AI, drones & robotics, and EDGE computing among others
capabilities to deliver on new technological developments We constantly run upskilling and reskilling programs to gear our
may impact new business opportunities. employees with the future of work
Profitability and sustenance of the business With most of our IT professionals being from India, we have the
Increase in wages and inability to arrive at the right advantage of lower wage costs
contract pricing through various cost estimation may Our team has extensive experience and applies adequate assessment in
impact profitability. cost estimations and contract pricing
Our ability to deliver high quality solutions ensure better pricing power
Business expansion We are continually enhancing our people assets (by continually attracting
The inability to bag new orders and enhance people's talent and containing retention) to execute growing operations
bandwidth will result in stagnancy. We are also faced with Our solutions have enabled clients to achieve tangible outcomes, leading
the challenge of contractual clauses which may restrict our to sustained repeat orders as well as new orders
ability to offer services to different customers. Our diverse technology capabilities across diverse segments enable
participation in several new orderings
Operational Risks
Talent availability Being headquartered in India, we have significant access to

Our business is people-driven and we are dependent on talented engineers
their talent to deliver solutions to clients. The unavailability of We have a robust talent management program which includes hiring
talented individuals may impact business opportunities. freshers and skilling them as well as enhancing skills in our existing
employees and providing them enhanced career opportunities
We undertake multiple wellness programs and pay our employees in line
with the industry standards to ensure high retention
Optimal resource utilization We have consistently ensured high utilization of our people resources which
Inability to maintain high resource utilization and productivity as on March 31, 2022, stood at 80.5%
will impact profitability. We are currently operating in times when the demand for IT products
and services is significantly high. This will result in sustained business
opportunities and high utilization
We ensure the prompt transition of employees from completed projects,
accurate demand forecasting and deploying the right people to right projects
Contractual commitments and project delivery challenges We maintain a focus on high-quality control and process execution
Inability to maintain contractual commitments may standards, planning resource utilization rates, maintaining sustained
lead to termination of agreements and future business engagements with clients and ensuring high productivity level to
opportunities . deliver projects
A solid team of engineers and partnerships with leading global vendors
enables us to deliver high-quality products and services as per terms and
on a timely basis
36
Legal and Regulatory Risks
Compliance with local legislation We have stringent policies and checks in place to ensure compliance
Inability to comply with the local laws of the region in which with local laws
we operate may lead to litigation or cancellation of licenses. We are also integrated with a compliance tool which provides timely
reminders, alerts and helps in ensuring good governance and compliance
with all applicable local legislation
We also consult and seek guidance from professional experts on having
interpretation issues with the local laws of the region
Restriction on immigration or work permits While the present immigration scenario is mostly conducive, it is difficult to
We are dependent on our Indian people resources to predict the future regulatory changes/events due to geo-political reasons.
deliver onsite support to clients. Any geopolitical tension We closely keep track of the local immigration laws countries we operate
or unfavorable change in immigration laws may impact and plan our activities
project delivery. We monitor the time & effort spent by our employees onsite to avoid
tax incidences
Data privacy and information security risks We have well-defined information security and data protection policies and
Inability to ensure the privacy of customer data and procedures conforming to ISO 27001 standards
protect systems or clouds from cyberattacks may put us at Our data privacy policies and controls comply with Privacy
risk of litigation. regulations like GDPR
We have stringent regulations relating to the handling of customers' data
and employees are required to follow them, including a written agreement
for confidentiality
IP risks We use licensed third-party commercial software in all cases to avoid issues
Inability to protect own IPs may lead to opportunity losses. of infringement and no warranties or other contractual protections from
We also face the risk of failure to comply with the terms of licensors. They are monitored and managed in-house.
third-party open-source software that we use in providing We maintain strong focus on developing novel solutions to avoid issues of
solutions, or any IP infringement claims against the solutions IP infringement
that we have provided which may lead to the inability to We protect our technical know-how by registering intellectual property
continue providing services to our client. when required and by undertaking confidentiality obligations from all
stakeholders involved in projects
We do not recommend the use of any open-source tools unless it is verified
and approved by IT/legal team.
We also take necessary insurance to mitigate any eventualities
related to IP risk.
37
BUSINESS SEGMENT REVIEW

Digital Business Services (DBS)
Enhancing business outcomes with digital modernization and transformation
`32,887 Lacs External Environment

We are operating in a digital era
performance, and revenue. We enable
your digital transformation - by creating
Revenue in FY 2021-22 Digital Capital and elevate your business
where rapid technology changes are
with Mindful 4E framework that stands
disrupting and transforming enterprises,
30.1%
for Explore, Envision, Engineer, and
societies, and everything in between.
Enhance. We believe in helping
In the past decade, digital adoption
Revenue contribution customers meet their BUSINESS
and transformation have significantly
in FY 2021-22 GOALS by ‘DELIVERING DIGITAL
increased as companies strive to
CAPITAL’ at each step of their DIGITAL
enhance efficiency through automation
TRANSFORMATION JOURNEY through
and build competitiveness by integrating
outcomes and insights. Using API
data to better understand customer
economy, next-gen tech, and insights,
needs and make data-driven decisions.
we enable our customers to provide a
This has accelerated post pandemic
better customer experience, empower
with enterprises increasingly using
employees, optimize operations, and
digital for customer interactions and
help transform their business model via
data to improve efficiency and predict
path-breaking innovations.
business outcomes.
Our process is meticulous, efficient and

Business Overview result-driven. 'Born Digital . Born Agile',
We help companies enable and we believe in delivering business goals
catalyze their innovation and digital by leveraging technologies that create a
transformation journey to drive growth, digitally resilient ecosystem.
38
Our End-to-End Digital Offerings

We provide end-to-end solutions right from innovating, building, maintaining, re-engineering and migrating
in the following areas:
Mindful Framework-led Strategy Digital Factory-led Organizations Smart and connected spaces
Digital maturity assessment Quality engineering Data modernization and visualization
Value creation opportunities DevSecOps Data quality, governance,
and target state blueprinting Enterprise applications operations and commercialization
Operation digitization Agility with reusability Cognitive insights, testing
Immersive experience and automation
Insights-based dashboards
Cloud migration
Mindful and Advanced Technologies to
Agile delivery transformation Digital Experience-led
Build the Digital Future
Transformations
Product and application innovation Blockchain
and modernization Immersive and phygital experiences
AI and computer vision
Omni-channel experiences
Digital Products, Platforms, Virtual and augmented reality
Converzational interfaces
and Applications Edge computing
Gamification
Product design and development Digital twin
Connected workforce
(physical and digital) Data science as service
Digital platforms Cognitive Intelligence and
Intelligent edge Hyper-automation
Innovative applications Process discovery and optimization
Application modernization Connected assets
and migration
While building this solution along

The innovative tech that Happiest Minds with Happiest Minds, we resurrected
high-value strategic projects that we
implemented at Coca-Cola Bottling Company couldn’t tackle before because of the
United garnered attention at Microsoft Inspire constraints of legacy apps. We feel
on 14th July 2021 and was highlighted during empowered to take advantage of
any future opportunities that the
the Keynote by Satya Nadella, CEO, Microsoft. business provides us.
Watch at 20:10 mins: - Bob Means

Director of Business Solutions
https://www.youtube.com/watch?v=t1PAGcP9lhc Coca-Cola Bottling Company United
39
Case Study
Delivering IoT platform that Business Value Delivered

provides AI services and tools The platform created in partnership
for machine learning with Happiest Minds helps DYWIDAG’s
customers better understand their
Happiest Minds collaborated with data via the analytics and insights it
DYWIDAG to design and build
generates. Customers can now lay
infrastructure intelligence via a connected
the foundation to build predictive
IoT digital platform to drive market
expansion, data-as-a-service (DaaS), performance, control costs, and improve
and a better end-customer experience. device management. The platform
The sensor agnostic, plug-and-play has led to increased revenue and
platform provides DYWIDAG customers profitability and enhanced customer
with contextualized data from multiple experiences. It has also boosted
systems and real-time, unified sensor data customers’ security and extended their
with intuitive dashboard that features assets' lifespan.
maps, site location photographs, GPS
sensor locations, alert status, and visual
representation of data in graphical, tabular,
and chart formats.
40
Case Study
Digital transformation Business Value Delivered

project for streamlining The digital initiative was closely tied
order management with the business goals of the company,
and the solution was able to deliver on
We have been working with the multiple aspects. The implementation
Coca-Cola Bottling Company United
led to a more efficient order processing
on multiple areas of digital initiatives.
- a faster way to process on-demand
The most recent engagement was when
Happiest Minds successfully executed shipment requests (forced shipments)
a digital transformation project for from customers and better supplier
Coca-Cola Bottling Company United for integration. It reduced labor costs,
streamlining its order management with minimized the various points of error
Technology Transformation in Microsoft in the solution, and rapidly expanded
Power Automate. the local Freestyle campaign to better
support our customers.
We leveraged Microsoft Automate (UI flow)
for the robotics process automation and This implementation led to:
AI features to extract invoice information
from PDF files, Auto email reader on order Immediate realization of 1 plus
confirmation, shipment & invoicing, Admin FTE hours freed up for more
dashboard to manage exception. strategic activities
Cost avoidance of up to 10 FTEs/

bottler as the Freestyle Campaign
was scaled to include North America
Enabling all other Coke Bottlers

(11 in US, 100+ global)
41

Infrastructure Management & Security
Services (IMSS)
Ensuring safe, secure and efficient data center, cloud infrastructure and applications

In the digital world, all corporate goals,
Business Overview
We offer end-to-end, 24x7 monitoring
Revenue in FY 2021-22
strategies, and operations need a and management and secure
close alignment with IT infrastructure ring-fencing of customers' (enterprises
22.1% management and security services to
build a smart, protected, and robust
and technology companies)
infrastructure and applications. We have
Revenue contribution in
organizational framework. An efficient expertise in automating business and
FY 2021-22
and secure technology infrastructure IT operations with the DevSecOps
minimizes downtime, increases model and providing world-class NOC/
business value through tangible and SOC (network and security operating
intangible elements. center) services.
42
Infrastructure Lifecycle Services

We provide comprehensive and integrated services for managing distribution and hybrid IT/Cloud environments as a single
entity with a single point of accountability. Our ELLIPSE platform automates standard operations and provides an integrated CxO
dashboard for monitoring applications and infrastructure. We ensure a smooth start and operationalization of systems support
services with minimal time and impact. During steady-state operations, service improvement plans, and initiatives are implemented
along with the support for technology transformation.
Our Service Offerings

1. Infrastructure Consulting 3. Digital Workplace 5. ITSM & ITOM Tools & Platforms
Infrastructure Discovery & End-user Device Refresh Tools Consolidation
Maturity Assessments OS Upgrades & Migrations Tools Implementation & Migration
Migration and Modernization Directory Services Migrations Tools Integration Services
Strategies, and Roadmaps
Unified Communication & Workflow Automation
Consolidation & Collaboration Services Migration Tools Customization and
Optimization Strategies
Desktop Engineering Services Engineering Services
DR/BCP Strategies
4. Network 6. Managed Services
2. Hybrid/Multi-Cloud
Detailed Network Designing Service Desk, NOC &
Hybrid/Multi-Cloud Cloud Design, Cross-functional Services
Network Deployment Planning
Build & Migration
Network Deployment, Migration Cloud & DC Infrastructure
Datacenter Design, Build & Migration Management
and Validation
Database Migration & Modernization DevOps & DataOps
Network Engineering Services
DevSecOps Integration Application Support
Infrastructure as Code End-user Support
Cloud Platform Engineering Services Network Management
Tools Platform Maintenance
Security Services
We offer the latest cyber security solutions Our Service Offerings
through expert security professionals 1. Governance, Risk & Compliance 2. Advanced Threat Management
with a holistic risk-driven approach that
IS policy Review/Remediation Application Security Services
ensures end-to-end security solutions.
We aim to improve the agility, flexibility, Compliance Consulting - ISO 27001, Security Code Review
and cost-effectiveness of the next- ISMS, PCI-DSS, SOXITGC, SWIFT
Mobile Security Testing
generation's needs for information Risk assessment consulting - Cyber
Network Security Assessment / VAPT
security and compliance programs. Risk, TPR, ASD, NESA, NIST
Vulnerability Management
Professional Services – Archer, Metric
Stream, Galvanize, SNOW IOT Security Testing
BCP/DR Consulting, Security Device Configuration Review

Awareness Programs Phishing Simulation
43
3. Digital Risk & Data Security Cloud Access Security 6. Infra & Cloud Security
Data Classification Multi-factor Authentication DevSecOps
Data Leak Prevention Identity Vigil (IDaaS) platform (microservices, containers)
Data Security Audit / DPIA IDAM Managed Services (L1, L2) Cloud Security assessment / baseline
Data Masking Encryption Services Technical implementation –

5. SOC/MDR CASB, Firewall, IDAM, IDS/
GDPR Remediation Services
Managed Detection IPS, WAF, Email sec
Data Privacy Assessment
and Response (MDR) Advanced Gateway Security (Layer 7)
Cyber Resiliency Assessment
Managed Endpoint Azure Sentinel as-a-service
Security Assessment Detection and Response Network Security
Cyber/Risk Analytics (UBA, NBA) audits/config review
4. Identity & Access Management
End Point Threat Detection
IDAM Consulting,
Implementation, Ops Support TI & Brand Monitoring as a service
Privilege Access - SOC Operations & Incident

Implementation & Support Management – 24x7, 8x5,
dedicated/hybrid/shared
Identity of Things (IoT)
Robotic Process Automation-as-a-Service

Our Robotic Process Automation as a Service is designed to help organizations integrate RPA with technologies like artificial
intelligence, machine learning, and knowledge-based systems to drive enterprise-wide transformation. Our end-to-end RPA services
enable our clients to understand current automation levels and discover opportunities for reducing operational costs. We empower
organizations to:
Select the appropriate RPA Build a business case and verify its Our highly skilled RPA experts
operating & governance model, value during the first RPA pilot to will work with your business and
change management plan, and secure management buy-in and align IT teams to continuously identify
deployment strategy key stakeholders processes ripe for automation, select
RPA technology suitable for your
Assess and prioritize automation Implement and develop services to processes, develop automation
opportunities and channel efforts create simple screen automation and workflows and help sustain the
according to current automation cognitive robots robot workforce
rates, transactional volume, and ease
of implementation

1. Consult 2. Build 3. Manage
Opportunity Sizing Platform / Tool setup BoT Factory setup & running
Solution design & Process Automate / BoT Builds RPA Service Desk
implementation roadmap BoT Monitor / Orchestrator setup & monitoring
Governance & Change Management RPA Support setup & operations
44
Case Study
Migrating VMware to AWS

cloud for CAN Capital
CAN Capital is a financial services Happiest Minds quickly
firm that provides access to working jumped in and learned our
capital to small and medium-sized environment’s complexities and
businesses in the United States.
provided guidance and support
Happiest Minds helped them to
throughout the whole process.
migrate from the existing complex
data center to AWS with zero The team was one of the best
disruption, incorporate Redshift we’ve ever assisted with for
Cluster for data sampling, and a major initiative. We will be
update existing relay servers continuing the partnership on
with SES deployment for SMTP all major IT initiatives.
communications.
- Andy Troiano
VP-Technology, CAN Capital
Case Study
Leveraging Alyne
platform to automate GRC
for Cutover, UK
Managing governance, risk and
Cutover is a leader in work compliance is more important
orchestration and observability. than ever and working with
They wanted to enhance Alyne-Happiest Minds alliance
stakeholder trust and marketing
helped put controls in place
edge by assuring SSAE-18/SOC2
to achieve SOC2 compliance.
requirements. They also wanted
to reduce expenses related to This is significant not just for
information security incidents and our own internal controls but
enhance governance. also assures our customers of
effective governance.
In partnership with Alyne, we
- Craig Gregory
understood their business
ecosystems and service level CISO and Co-Founder, Cutover
agreements, and identified
appropriate controls based on trust
principles. Further, effectiveness of
Confidentiality, Integrity, Availability,
Security, and Privacy controls were
tested, and continuous control
monitoring and management
was established through
GRC Automation.
45

Product Engineering Services (PES)
Engineering excellence to build the next-generation of smart, secure,
and connected products and platforms

The global PES market is expected
expertise in core technologies (cloud,
mobile UI/UX, hardware & embedded,
Revenue in FY 2021-22 DevOps) and emerging technologies
to grow steadily at a CAGR of 11.3%
(blockchain, AI, edge computing, drones
between 2019 and 2025. The offshore
47.8%
and computer vision) across edutech,
delivery of software products is on the
hi-tech, media and entertainment,
rise and with the increase in service
Revenue contribution in healthcare & life sciences, industry, and
providers that deliver the necessary
FY 2021-22 manufacturing sectors. These provide us
requirements on this front; market
with a competitive advantage and have
growth is expected to be aggressive in
enabled us to build smart and connected
the coming years.
product solutions and services.
Business Overview While the market landscape is expected

We engineer next-generation products to be competitive, our expertise in digital
and platforms across software and technologies, engineering innovation
hardware that power digital evolution and customer centricity make us a
and provide end-to-end engineering preferred partner in the segment.
services for developing high-quality,
scalable, and secure products. We have
46

We offer a host of highly tailored and carefully curated services that are attuned to the unique requirements of the
following industries:
1. EduTech 3. Media & Entertainment Edge & Communication Engineering

Digital Learning Digital Video Solutions Platform Engineering
Learning Platform Quality of Experience DevOps & Test Automation
Big Data for Education Media Services & Solutions Solution Engineering
AI-enabled Learning Customer Experience Engineering
4. Healthcare & Life Sciences
Learning Credentials & Integrity
Digital Health 6. Manufacturing
Digital Campus
Device Engineering Digital Strategy Assessment
2. Hi-Tech Health Analytics Product Design Optimizations
Software Products & Platforms Digital Enterprise Connected Manufacturing Operations
AdTech Supply Chain Optimizations
5. Industrial
Consumer Electronics IoT enablement of Products
Digital Strategy Assessment
Networking & Telecom IT Modernization & Automation
Embedded Product Engineering
Secure Managed Services
47
Case Study
Digital Transformation for a Chemical Major

A global specialty chemical company needed to ably compete with larger players
by meeting aggressive growth and profitability goals. This required creating a
digital platform for enriching their chemistry solutions with differentiators for
amplifying the value delivered to customers and minimizing customer bids and
possible attrition.
We undertook a massive consultation exercise covering over 200 interviews
to obtain a 360 degree view. Based on this, an innovative platform was
delivered which extended across all business segments, facilitated visual
mapping of rich contextual data and supported automated inventory
management. Multiple assets and technologies including IoT Hub, Azure
Active Directory, Azure SQL Server, Blob Storage, CosmosDB, BLE/Bluetooth,
Android/iOS and React JS/React Native were used in it.
Business Value Delivered

90% reduction of rush freight and reduction in order time by 15 minutes
Efficient management of SLOB inventory
Predictive and statistical analytics and high-quality service reports
Case Study
Delivering Smart Building Solutions

A Fortune 100 company that invents and manufactures technologies around global macro
trends of safety, security, and energy, looked to create next-generation building solutions.
This would be an overarching platform that stitched together their various building
solutions and leveraged the resulting data to provide enhanced experiences to occupants
and facility managers.
Starting off with a proof of concept within a controlled environment, we captured
feedback from over 100 relevant stakeholders and end consumers. Accordingly, a smart
buildings platform was developed. Its R&D-driven integrated ecosystem ensured all the
varied technology components worked seamlessly across several building areas. It had
Indoor Positioning to capture location-specific data and facilitate real-time actions such
as booking conference rooms, adjusting temperature, etc. It used data generated by the
building and its occupants intelligently to facilitate predictive maintenance.
Business Value Delivered

Direct revenue impact of US$15 Mn and pull-through of over US$100 Mn in 3 years
Improved safety, security and compliance, and increased visibility on building usage, and
energy consumption to improve space utilization and facility planning
Data analytics-enabled decision-making that is faster and results in reduced
maintenance costs
48
Building Competitive Edge with Our

Digital transformation and digital adoption are finding increasing acceptance among global
companies to build a competitive edge and enhance the way they engage with customers.
We are leveraging and further strengthening our digital lifecycle of offerings through investing
in R&D, emerging technologies and strategic alliances to solve for our clients.
Agile Engineering and Delivery

We have the capabilities to deliver with the latest proprietary tools and from ideation to production and delivers
effective, quality and best-suited techniques and selecting the right tangible outcomes to customers.
software. We do this by leveraging technology which balances innovation
our diverse technologies and tool and predictability from our wide-ranging Our proprietary applications and tools
competence as well as an agile scaling technology expertise including web are effective in reducing risks (security
framework for quality and speed. technologies, cloud, data, mobile, breaches and cost overruns), and
testing, hardware and embedded, provide better control and visibility
This model provides a flexible approach integration and APIs, IoT, AI, analytics across the project lifecycle.
to running software projects more and DevOps. The agile framework
efficiently. It enables experimentation enables scaling across the spectrum
49
Key Alliances At Happiest Minds, we have partnered With the combined competencies
with some of the globally leading across technologies and domains, we
Collaboration and partnerships are
technology providers. We work with them build industry-leading solutions and
critical for business relevance, growth,
jointly, share our technical know-how, accelerators as well as unique solutions
and sustainability.
services, and extended support towards for complex challenges. This helps in
creating a substantial impact in the tech meeting dynamic expectations and
ecosystem, and mutually gain a wider positions us uniquely to enable
reach and competitive edge. digital reinvention.
Here are a few examples of our key strategic partnerships with leading technology providers.
Partnership rationale
Help customers (both industrial and consumer Cloud transformation and hybrid cloud
segments) to unlock the potential of the AWS management services
platform and achieve transformational outcomes. Data Platform Modernization
Our specialized service offerings Cloud Security Services
Developing smarter products and systems
using the AWS IoT stack
Key highlight of the partnership
We have built specialized industry solutions such as Think
Enterprise Modernization (applications, DB,
Center IoT Platform that enables appliance manufacturers
infrastructure), using AWS PaaS
to realize smart and connected products, that capture
consumer insights and enhances service efficiency.
Develop simplified and robust security solutions DevOps Cycle, Bots, Embedded Credentials
by leveraging next-gen technologies with strong Implementation, integration and managed services
domain expertise.
Designing robust and trusted security solutions
Our specialized service offerings PAM-as-a-Service for a comprehensive
Privileged Access Management (PAM) cybersecurity strategy
Critical credential management
Working closely with them in all our focus Enterprise and Data Platform Modernization
geographies. Our deep capability within Microsoft Microsoft Azure Sentinel based security
technologies has helped us achieve Gold operations centers
competencies within Application Development,
Azure Cloud, Collaboration, Data Analytics, Identity and Access Management and Microsoft 365(R)
and DevOps areas. transformation services
Our specialized service offerings Key highlight of the partnership

Connected products development We have built specialized industry solutions that accelerate
the adoption of Microsoft stack within enterprises, such as
Power Platform COE setup and achieving rapid Managed Content as a Service (MCaaS) and Tahoe (Data
automation using LCAP Lake and Inventory Optimization)
Pimcore is a 100% open-source and fully Our specialized service offerings
customizable digital experience platform spanning Open-source PIM/MDM integrations
product information/master data/digital asset/
content management, UI/ UX and eCommerce. Digital media asset management,
transformation, and deployment
We offer end-to-end service capability in Pimcore. Automate Open-source CMS/UX
Our proven capabilities in architecting data
solutions, designing experience, managing/ Open-source and customized e-commerce framework
consolidating applications, and engineering Key highlight of the partnership
products bring a truly integrated approach to As a strategic partner to Pimcore, we have delivered ~300
solving our client's critical challenges. projects over 7 years through 150+ consultants.
More on our alliances can be read on https://www.happiestminds.com/about-us/alliances/

Disclaimer: All logos are the property of the respective owners.
50
Driving Niche Skills with Centers of Excellence (CoEs)

We have formed three CoEs and increasingly investing in them to build excellence in
niche skills. These include:
Internet of Things (IoT) Analytics/Artificial Intelligence (AI) Digital Process Automation (DPA)
Digital strategy creation Advanced analytics using AI, ML and Digital transformation through
Device/edge/platform engineering statistical models process automation of core
Engineering big data platforms business applications, products
End-to-end system integration
and infrastructure leveraging
on IoT platforms Data warehousing
intelligent process automation
IoT security Modernization of data infrastructure tools and technologies including
IoT-enabled managed services and process automation through AI RPA, intelligent business process
IoT roadmap management (iBPMS) and
cognitive automation using AI &
IoT-led business transformation and
ML based models
new business models
Our Platforms
Ellipse UniVu ThingCenter
A modular platform with multiple ITSM/ A big data-based university analytics A cloud agnostic consumer device IoT
ITOM tools integration, supported solution that enables course delivery platform supporting connected device
by powerful analytics backend and administrative insights along management with analytics.
with machine learning capabilities. with student success analytics.
Enables agile infrastructure operations It binds siloed data of universities in CourseMap
and helps enterprises accelerate an integrated data platform to ensure An online AI-powered degree tool for
their journey toward IT-as-a-service. critical, actionable, and predictive students to plan the most optimal path
The platform also integrates with IT insights that are derived by using towards reaching their academic goals.
service management and automation predefined or customizable KPIs.
tools, facilitating artificial-intelligence- Computer Vision
enabled IT operations (AIOps). Pro-RiTE
A Computer Vision framework to
A test automation framework to support detection and tracking from
Digital Content decipher and interpret industry-standard real-time video feeds.
Monetization (DCM) SaaS specification models and auto-generate
An AI-powered engine, it enables test artifacts with optimized data Among its many use-cases, it can be
deriving relevant information from feeds using model-based system used for parking space monitoring and
enterprise content and digital assets engineering. Test types include UI, management including license plate
and monetize it efficiently. It ensures API and performance security testing. recognition, monitoring of payment
personalized and contextualized Pro-RiTE facilitates more accurately kiosks & boom barriers, and tracking of
knowledge delivery, low TCO and time predictable quality from systematic test available parking slots.
to market advantages. analysis, elimination of mundane test
scripting and shorter feedback cycles.
51
Glimpses of FY22
EXECUTIVE BOARD & BOARD OF DIRECTORS
ALL HAPPIEST MINDS MEET
52
DBS CONNECT
DBS PRACTICE MEET
53
PES SUPERSTARS' GALA
PES LEADERSHIP CONNECT
54
PES ROADMAP TO US$100 MN
IMSS CONNECT
55
COE - ANALYTICS CONNECT
ART OF COMMUNICATION TRAINING
56
ASSIMILATION & MVV TRAINING
FUN WITH MJ RAKESH
57
SELF-CARE THROUGH MINDFULNESS
WOMEN IN EXCELLENCE
58
BACK2SMILES
NARI SHAKTI - BREAK THE BIAS
59
I FOR INCLUSION TRAINING
INCLUSION - SIGNS OF JOY
60
PRIDE @ WORK - RAINBOW ALLY
D&I SUMMIT - ABILITY IS BIGGER THAN DISABILITY
61
HAPPIZEST - WELLNESS WEBINARS
MITHRA - THE GOOD SAMARITAN TEAM
62
WOMEN CLIENT LEADERS MEET
FATHER'S DAY
63
VACCINATION DRIVE
64
ANNUAL REPORT TEAM
65
ESG
68-115
68 Message from the President
72 Sustainability Framework,
Governance, and Approach
73 Climate Risk Management
74 ESG Goals & Objectives
75 Environmental
77 Social
107 Governance
Message from the President
This report elaborates

our approach, and the
value Happiest Minds
has delivered across the
continents, even during
these unprecedented
disruptive times.
Dear Stakeholders,
The disruption caused by the COVID-19 pandemic in FY 2020-21
augmented multiple challenges across the world. Happiest Minds’
mission of making our people and customers happiest, enabled
us to not only limit the extent of disruption in our operations, but
also support the communities we operate in. We quickly adapted
to newer ways of working and pioneered innovative solutions
for our customers, employees, and communities. Our resolve
to emerge stronger by improving our market, operational and
financial performance made us realize a remarkable IPO in We quickly adapted to newer ways
of working and pioneered innovative
September 2020. We have demonstrated continuous and solutions for our customers, our teams,
industry-leading Y-o-Y sequential revenue growth over each and our communities.
quarter in FY 2021-22.
68
In these extremely challenging times this year’s theme is strongly justified

due to the pandemic, I would like in fulfilling and delivering long-term
to share our heartfelt support and business sustainability. In line with the core ESG
solidarity with you and your families. objectives and sustainability
As governments around the globe Our actions and approach to achieve spirit, this year’s theme is strongly
are implementing measures to environmental stewardship include justified in fulfilling and delivering
contain this public health crisis, we energy and water efficiency, waste long-term business sustainability.
have been taking strict precautions management, green services and
to protect our colleagues and their technologies. Happiest Minds is
families, while ensuring uninterrupted driven by the spirit of innovation and is
customer service and deliverables. continuously focusing on sustainable
Happiest Minds across 7 countries are processes & services.
fully operational with a hybrid work
model to establish a robust deliverable Building sustainability in the value
system for all our clients. chain presents an urgent imperative
today while sharing our commitment to
Continuing its efforts, this year too, responsible business practices beyond
Happiest Minds demonstrated relentless immediate boundaries.
commitment to its strategic priorities
of achieving customer satisfaction Happiest Minds strives to actively
while ensuring the wellbeing of all our engage with all key value chain partners
stakeholders. This report elaborates our on ESG issues through dedicated
approach, and the value Happiest Minds policies, guidelines, and code of
has delivered across the continents, conduct. The engagement aims to
even during these unprecedented enhance sustainability performance
disruptive times. through capability building, knowledge
sharing and reporting on the six
Extending our efforts towards business capitals - Financial, Manufactured,
continuity, we have implemented Intellectual, Human, Social &
business agility to enable the growth Relationship and Natural.
and protect the interests of our key
stakeholders. We used the pandemic to With various ESG initiatives and
accelerate our value creation agenda programmes, we are well positioned for
for enhancing the Company’s agility the times ahead. Our emphasis remains
and resilience to avail and realize on enhancing sales momentum, growing
forthcoming opportunities. market share, maintaining leadership
in sustainable solutions and delivering
Last year, Happiest Minds embarked on accretive growth.
a shared vision and published its first
I take this opportunity to express my
edition of the sustainability report with
sincere appreciation to all my colleagues
an extensive report on the operational
and their families for their inspiring
footprint and impact on our operations
contribution amidst this challenging
due to COVID-19 and the measures we
time. I also thank you for your continuing
have taken to minimize its effect through
trust, support, and commitment to
various initiatives aimed at overall
Happiest Minds.
stakeholder wellbeing.
Leading the sustainable journey ahead, I

am pleased to place this year’s Integrated With warm regards,
Annual Report. Our focus is to build and Aurobinda Nanda
Design for Perpetuity. In line with the core President - Operations &
ESG objectives and sustainability spirit, Deputy Chief Executive Officer, PES
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70
Sustainability
Our KPIs on ESG,

guided by our
values help us
in this journey of
transformation.
Parika Mahajan
Global ESG Lead
FY 22 was dedicated to strengthen our governance, integrate sustainability into

our corporate strategy, and intensify our efforts towards social responsibility. It is
our commitment and endeavor to incorporate sustainability into our core business
decision-making processes.
Happiest Minds is built on sustainable all our processes and systems are
practices and aligns with our vision of governed by this.
designing the company for perpetuity.
In pursuit of our goals on sustainability,
We designed and established a we are in the process of establishing
sustainability framework that guides ESG actions based on the Task Force on
us, focuses on investments and drives Climate-related Financial Disclosures
performance, while engaging with (TCFD) and Science Based Targets
internal and external stakeholders. (SBTi). We believe these outcomes
will help us take actions which tackle
Our priorities were identified through
practices that adversely affect our
a sustainability materiality assessment
climate. Our ESG programs and
process. It also helped us identify,
initiatives are designed to incorporate
calibrate, and define topics for focus.
This helped us realign our ESG target-based actions assigned to three
framework and categorize topics core pillars of sustainability: economic
according to their environmental, development, social development,
social, or governance aspects. and environmental protection.
With proactive collaboration and
Our ESG Policy is the foundation for our partnership, these will help drive
journey in Sustainability. sustainable transformation.
Addressing the impact of our Our KPIs on environmental, social and

operations across the geographies governance, guided by our values help
forms the core of our ESG strategy us in this journey of transformation
while transitioning to a low-carbon while building relationships based on
and judicious resource consumption genuine trust with our stakeholders.
enterprise. Corporate Governance is an
integral part of our vision and therefore,
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Sustainability Framework,
Governance and Approach
Happiest Minds’ Sustainability Sustainability is embedded into the & Governance (ESG) committee, which
DNA of our everyday decision-making is a management level committee
framework is derived as a business, not as a separate goal comprising senior members across
from Global Reporting or intention. We share a sense of major functions at the Company, chaired
Initiative (GRI), Sustainability purpose to grow digitally while being by a member of the senior management
agile that motivates the actions of our team. The ESG Committee reports to
Accounting Standards Board workforce. Our teams and partners the Executive Board and the Board
(SASB) and Task Force on across seven countries are embedded of Directors on the Company’s ESG
Climate-related Financial in our organization worldwide to strategy and the roadmap to achieve
help and support our businesses set targets. The ESG Committee also
Disclosures (TCFD). embrace sustainable practices, works on improving the Company’s
outcomes and reporting. ESG disclosures in order to effectively
demonstrate our ESG commitment to
As a testament to our commitment to our stakeholders. The ESG Committee
the environment, we have constituted comprises members across different
a Board-governed ESG policy in functions and businesses that will help in
2022, which serves as a framework identifying ESG-related risks and related
to understand and manage our financial impacts for the Company.
environmental risks, impacts and ESG Committee meets every quarter to
opportunities. To further strengthen review progress and performance.
our vision and focus on ESG, we have
established an Environmental, Social
Sustainability Snapshot - Economic Value Created and Distributed

Stakeholders and UN Sustainable ` Lacs
Development Goals (SDGs) Particulars Fiscal 2021 Fiscal 2022
Revenues (a) 77,341 1,09,365
Customers People
Other Income (b) 1,999 2,463
Direct Economic Value 79,340 1,11,828
Generated (c) = (a)+(b)
Operating Costs 11,858 21,194
Investors Alliance Partners Employee Wages & Benefits 45,238 62,000
Payments to Providers of Capital 341 343
Payments to Governments 3,527 6,310
(Total Taxes Paid)
Community & NGOs Vendors Community Investments 75 215
Economic Value Distributed (d) 61,039 90,062
Economic Value Retained 18,301 21,766
(e) = (c) - (d)
Clients
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Climate
Risk Management
The climate change risks and The CSR committee of the Board is collaboration with the Corporate and
responsible for overseeing the execution Facilities teams. The requirements of
opportunities are reviewed
of the Company's CSR policy, including projects and progress are provided by
at a Board-approved the areas of Environmental Sustainability the location-specific teams, which is
ESG committee level. leading to Climate Action. The committee then reported to the Facility Head and
The climate change risks and meets quarterly to track the progress the President – Operations / CFO for
opportunities are covered of identified CSR focus areas and the allocation of funds.
required budgets for all CSR activities
under the ‘operational risks’
including mitigating and building The ESG Committee reports to the
for the Company and are resilience against climate change. Executive Board and Board of Directors
reviewed on a quarterly basis. on the Company’s ESG strategy and
The ESG committee and the CSR the roadmap to achieve set targets to
committee assess and oversee the address climate-related issues.
activities of climate action as a part
of their quarterly meetings. At an The climate change risks can also cause
operational level, this has been assigned potential disruptions to our business
as the responsibility of the Executive operations due to natural calamities like
Board (EB). Under the guidance of our floods, cyclones, droughts, epidemics
EB, the President - Operations and Chief and pandemics, etc. in various
Sustainability Officer drives projects geographies where we operate.
to meet the goals related to climate The ESG Committee is therefore very
action. These goals are cascaded to actively involved in monitoring and
various business functions, who look managing these climate change related
after the identification, implementation, risks and opportunities.
and monitoring of the ESG projects.
Different business functions work in
73
ESG Goals & Objectives
Environmental Social Governance

Achieve carbon neutrality in Establish volunteering and Disclosure levels to be in the
our operations by 2030 community involvement top 10% of comparable listed
Establish and drive programs to cover 20% companies in India
sustainable power usage & of our teams
Establish and drive
water conservation techniques Launch Happiest Minds industry best practices
Foundation by March 2023 on data governance,
Celebrate our smilestone privacy and integrity
– acts of giving – reach Drive openness and
10 million Akshaya transparency in disseminating
Patra meals by 2028 information to all stakeholders
Know more about our ESG Policy on

https://www.happiestminds.com/investors/policy-documents/ESG%20Policy_May%2005,%202022.pdf
ESG KPIs
Environmental Social Governance
Total Diesel Consumption Health & Safety Trainings Training on Ethics, Integrity,
(DG Set & People Commute) (Fire Safety, First Aid, Bribery Corruption
Total Petrol Consumption Emergency Response Plan) Training on POSH
(Employee Commute) No. of Mock Drills Value of fines/penalties
Energy Consumption (Grid) No. of Trained Fire imposed on Happiest
Energy Consumption (Solar) Fighters, First Aiders, Minds by regulatory and
Rescuers (ERT Members) judicial institutions
Total Scope 1 Emissions
Wellness initiatives/trainings Number of meetings/dialogues
CSR Budget vs Spend with minority stakeholders
Women Empowerment Cyber security KPIs such as
Total Water Consumption unapproved host ping scans,
Initiatives
Total Wastewater Generated admin policy violation, security
Voluntary hours spent by
Total Wastewater Recycled service downtime
Happiest Minds on CSR
Total Waste Generation vs
Disposed (All Categories)
Air Quality Parameters
(SOx, NOx, PPM, etc.)
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Environmental
As a responsible corporate citizen, Happiest Minds strives to respect, protect, and make efforts to restore the
environment by utilizing natural and manmade resources in an optimal and responsible manner and ensure the
sustainability of resources by reducing, reusing, recycling, and managing waste. We continuously seek to improve
environmental performance by adopting and promoting use of energy-efficient and environment-friendly technologies
and use of renewable energy in our operations. We shifted most of our IT infrastructure to the cloud to enable all
Happiest Minds across geographies working in a hybrid model. We also extended this further to support our customers
seamlessly from a remote work environment. This resulted again in considerable savings in terms of power usage at
our offices. We adopt measures to conserve energy by using energy-efficient computers and equipment with latest
technologies, which would help in conservation of energy.
Some of the steps and practices followed by our Company are:
Rooftop-based Solar Energy Project

India is endowed with vast solar energy
potential. About 5,000 trillion kWh per
year energy is incident over India's land
area with most parts receiving 4-7 kWh
per sq.m per day. Solar photovoltaics
power can effectively be harnessed
providing huge scalability in India.
Solar also provides the ability to generate
power on a distributed basis and enables
rapid capacity addition with short
lead times. From an energy security
perspective, solar is the most secure
of all sources since it is abundantly
available. Theoretically, a small fraction
of the total incident solar energy (if
captured effectively) can meet the entire
country's power requirements.
In line with India’s Intended Nationally Other Energy Conservation Initiatives

Determined Contributions (INDCs) include:
target to achieve about 40% cumulative
Optimum usage of Air Conditioners
electric power installed capacity from
throughout our premises by ensuring During the year, we made good progress
non-fossil fuel-based energy resources
that there is no cool air leakage in harvesting water at all our workspaces
and to reduce the emission intensity of
in India. We are happy to share with
its GDP by 33% to 35% from 2005 level Usage of LCD monitors
you that all our India centers generate
by 2030, Happiest Minds aims to lead (energy efficient) in place of
zero effluents. Black water / grey water
the way in contributing to the country’s normal CRT monitors
is treated and reused for gardening
solar energy target.
Turning off lights on all floors when and various other purposes within the
our teams are not working campuses. We also use treated water
A solar power plant of 183 kWp
capacity is being installed at our to recharge the groundwater thereby
Turning off the air conditioners during
Madivala Campus, Bengaluru to cater to contributing to elevating the water table.
non-peak hours and on weekends
our needs and reduce carbon footprint.
Installation of sun film to
dissipate heat
Usage of LED lights for our
lighting solution
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Digital Approach – Reduced Paper Consumption and Work-related Travels

A simple way to have a huge impact on carbon sinks and every tree that is We have also cut down on work-related
the environment is through reducing not cut down for paper usage is able travel promptly and effectively.
paper consumption, by turning paper to absorb CO2. In addition to securing the wellbeing
documents into electronic ones and of our people, reduced work-related
eliminating paper from workflows. A tree We, at Happiest Minds, consciously travel also contributes to lesser carbon
can only produce, on an average, 17 choose to print only the important footprint for Happiest Minds.
reams of paper, and takes a long time documents and avoid unnecessary
to grow. By reducing paper usage, we paper consumption to further reduce the
create a direct impact on reducing the carbon footprint.
carbon footprint.
Going paperless helps to reduce CO2 At Happiest Minds, we have adopted

(carbon dioxide) emissions. Turning a the 'Born Digital . Born Agile' approach
single tree into 17 reams of paper results focused on delivering seamless digital
in around 50 tonnes of CO2 being experience and solutions to our
released into the atmosphere. customers with end-to-end capabilities
Additionally, trees also act as huge spanning the digital lifecycle.
76
Social
Culture of Happiness Evangelism Digital Wellbeing program, extending

online learning platforms to support
continual learning, Financial wellness for
women, Emotional and mental fitness,
online curated learning paths to upskill
At Happiest on various technologies and professional
Minds, we enable development and much more. With a
the happiness of Happometer internally, every Happiest
our people….one Mind is open to express their feelings,
person at a time. and we are happy to answer them.
It is a matter of pride for us at Happiest

Minds to see the impact we have
made on the lives of our people by
fostering a sense of purpose, by forming
Sharon S. Rajkumar, PhD collaborative communities and by
Happiness Evangelist fashioning the capacity to make choices.
Happiness is the meaning and the ‘Born Digital . Born Agile’ Company and Programs such as Mindfulness Training,
purpose of life, the whole aim and truly lived up to our positioning of being SMILES Shorts, HappiZest – our Wellness
end of human existence, said Aristotle a Mindful IT Company. initiative, along with a culture of listening
many centuries ago. It all begins through the annual Happiest People
with the choice to lead a happier life. ‘Happiness Evangelism’ and Pulse Survey & Customer Happiness
For homes, organizations and countries, ‘Mindfulness’ are two sides of the Survey, the real-time Happometer, the
happiness is prime - especially in these same coin that need investment external Great Place to Work® Survey and
unprecedented times, wellbeing and of time and talent. Your Company Mithra – the Good Samaritan Counselling
happiness are significant. provides the enabling functions to Program, helps gather feedback and
internalize and institutionalize these derive action items, to achieve the
While the pandemic has been as actionable activities to enable the overarching principle of creating and
tremendously challenging, there have happiness of our people. sustaining a great place to work. Our CSR
been remarkable stories on human program, Circle of Happiness, executes
resilience and strength. It is believed that happiness influences a process for leveraging our capabilities,
health. Happy people choose to building a social engagement program
At Happiest Minds, we adapted to the eat healthy, exercise wisely, sleep and contributing to socially relevant
new normal seamlessly. We celebrated adequately and are mindful of their causes; d’CARBON (Clean, Assured
our 10th smilestone from the launch of wellbeing. Happiness also benefits our and Responsible Building of Outcomes
the Company. As we look back at the last cardiovascular and immune systems; towards Neutrality) makes a difference
decade and look ahead to the next, there researchers see a direct correlation to the environment and aligns corporate
are so many things that we are grateful between psychological wellbeing to values with actions.
for – personally and professionally, ageing and health at the cellular level.
individually, and collectively. We are Good health also leads to happiness. People are one of the most important
grateful to the team, our customers, our So, this is a happy cycle. Real happiness aspects in an organization. Our people
investors and shareholders. We have is learning to enjoy one’s work, being are integral to our business and their
stayed true to our mission of ‘Happiest more grateful and having really happiness is of utmost importance.
People . Happiest Customers’. We have positive relationships. Our systems, policies, and practices
reflected the ethos of our logo: “The are crafted to nurture an open culture,
Happy Person” depicting our Being, At Happiest Minds, we engage enabling our people to discover their
our Belonging and our Becoming. with our team on their wellbeing. potential and participate in shaping their
We have lived by our SMILES values Customized programs and initiatives for own work-life experience. This is how we
(Sharing, Mindful, Integrity, Learning, physical, mental, emotional and financial make a difference.
Excellence, Social Responsibility). health were rolled out for our teams,
These have contributed to our vibrant such as the Emotional Intelligence Enabling the happiness of our people….
culture. We have led strategically as a program, Mindful Thinking program, one person at a time.
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Mindfulness The focus is on:

Happiest Minds is the Mindful IT
Company that offers: Being Mindful which involves living
in the moment; and
The individual, an environment

to live in the moment and Doing Mindful which involves
perform with purpose; perceiving immersively, processing
non-judgmentally & performing
empathetically.
The customer, a trustworthy
partnership, by living our Being Mindful to the needs of our
core values; and members by establishing people-centric
Practices & Policies has resulted
The community, contributions as an in higher people satisfaction.
empathetic corporate citizen. We have been consistently ranked
high in Great Place to Work®
Institute and Glassdoor® ratings.
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People
Our mission is Happiest People . Happiest Customers. We have frameworks around the
same and run annual surveys with our people and our customers.
GPTW Survey
In the Great Place to Work® survey, we have been placed in India's & Asia's Top 100 Best Workplaces List.
GPTW 2022 GPTW 2021 GPTW 2020
Great Place to Work® 93 92 86
Credibility 90 88 80
Respect 88 86 79
Fairness 87 83 76
Pride 91 89 83
Camaraderie 89 88 85
Trust Index Score 89 87 80
Culture Audit Not Best Cultures Best Cultures

announced yet 13 Practices 15 Practices
Glassdoor® Highlights
4.4 93% 89%

Overall Rating Recommend to a Friend Business Outlook
79% 4.4 4.3

Interview Experience Culture & Values Work-Life Balance
3.8 4.4
Benefits Diversity & Inclusion
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Diversity & Inclusion

We believe Diversity & Inclusion is a journey and not a destination. At Happiest Minds, we strive to ensure that
everyone can retain their identity that reflects their cultural experiences and feelings. We believe that no one should
be discriminated against because of their differences, such as age, ability, ethnicity, gender, expression, or religion.
We remain committed to an inclusive and diverse workplace, where people can be who they are and be their best,
professionally, and personally. The 'Happiest Minds Diversity Council' focuses on building and sustaining a strong,
diverse, equitable & inclusive culture by implementing new programs and policies, guided by the feedback we
receive from members.
Some of the key highlights of the work done so far:
Key Metrics
26% 96% 77.5% Millennials

Organizational Gender Diversity Resumed Work after Maternity Leave
12% Gen Z
10% Gen X
40% 161
Campus Gender Diversity Ratio Availed Paternity Leave 0.4% Boomers II
0.1% Boomers I
Generational Diversity
10 Nationalities 4
Cultural Diversity Persons with Different Abilities
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Highlights
Title of Initiative Description
Inclusive Policies To make our policies more inclusive, we use gender neutral language
Inclusive JD To make our job descriptions more inclusive, we use gender neutral language so that we can
attract diverse talents
Vaccination Drive To support the differently abled community, we have collaborated with Samarthanam
for COVID Vaccination drives for people with different abilities
Wellness of Women Collaboration with HappiZest - the wellness team, for a month-long campaign on specific
wellness needs of women
Career Fair Special Hiring Drive, to increase our Gender Diversity ratio
for Women Hiring
Aura Learning Circles A learning platform for the Aura community through webinars, book clubs & interesting articles
Women in Excellence Exclusive Women Leadership Development for Mid Managers covering various elements of
Program Holistic development for leadership roles
Women In Tech Inspiring Series of Panel Discussions to motivate our Aura members with stories of women leaders:
Choose to Challenge with Nidhi Gupta (Product Manager, Google)
Panel Discussion with Ram Mohan C, Member of Executive Board, President & CEO - IMSS
Panel Discussion with Happiest Minds Client Women Leaders across geographies
Workshops & We conduct sensitization programs on Diversity and Inclusion which focuses on building skills to
Sensitization enable Happiest Minds leverage the strengths of diverse teams and customers.
Sessions on I for Inclusion is a theater-based Fun learning workshop
Diversity & Inclusion
Let’s We celebrate diverse cultures through multiple celebrations:

Celebrate Diversity Independence Day with D&I Team (Diversity Show by Jr. Happiest Minds)
Save the Girl Child Day
International Mother Language Day
Cultural Celebration - Christmas, Eid & Sankranthi
International Men’s Day, International Women’s Day
Aura Engagements Welcome mail to all women members with list of women benefits
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Title of Initiative Description
Supply-side Branding Glassdoor® Page on Diversity

Happiest Minds Career Page
Thought Women leaders bagged multiple recognitions

Leadership by Leaders Priya Kanduri, VP & CTO - IMSS, Women in Tech Award from Asia Pacific HRM Congress
Preeti Menon, SVP & Global Delivery Head - PES, Top 20 Female Cloud Leader in 2021 on Sociable
Recognition in Top 50 Best Workplaces for Women (3 consecutive years)

Diversity & Inclusion Women Leadership Forum of Asia - Best D&I Company of the year
Jobs for Her - Top 20 Innovative Diversity Practices for Women Initiatives
Diversity & Inclusion We did a series of communication on:

Communication Series #Diversity & Inclusion as a Business accelerator
#Share Load #Share Love
#Correct Unequal Homes
#Support to Empower
#Cultural Diversity #Being different is being powerful!!
#More Culture #More Power
#Valentine – Appreciate your family
Diversity & Day 1 - Inauguration by Sachin Khurana, Chief People Officer, focusing on our goals and vision for
Inclusion Summit the long-term and sharing the glimpse of work done so far
Day 2 - Panel Talk by Executive Board (Rajiv Shah, Venkatraman Narayanan, Ram Mohan C, Joseph
Anantharaju) on the theme #breakthebias in which they shared some inspiring stories of women
leaders in their lives
Day 3 - Fun & Engaging Sign language workshop
Day 4 - Mr. Jayasankar Oorjja, specialist in hiring differently-abled persons shared his perspective
and inspiring stories around employment
Day 5 - Session on LGBTQ awareness - Pride@Work: Rainbow Ally by Mr. Rajiv Sharma, Senior
Director - People & Culture, Aristocrat India moderated by Sharon Rajkumar, Happiness Evangelist
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Women Hiring Drive
83
Thought Leadership by Women Leaders
84
85
Diversity & Inclusion Training
86
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Rewards & Recognitions

Service Smilestones HappiZest Advantage meetings commence with spending
Our work anniversaries are called as Tie-up with Vantage Circle for rewards some time, expressing gratitude or
SMILESTONES; these are celebrated redemption across all geos. Intended to silently being grateful.
with the Happiest Mind by sharing a create an experience for all members
video testimonial from their colleagues. with multiple options on perks & Gratitude Week
To make the event memorable, we also redemption. Awarding members with 1. Let’s App (Let us Appreciate)
gift them customized experience boxes. points that they can redeem for a
Happiest Minds showcased their
reward of their choice by using an experiences of grateful moments
Gratitude Story employee recognition platform that in different forms (video, photo, art,
To cultivate a culture of gratitude in supports points-based recognition. craft, drawing & painting etc.).
Happiest Minds, we have encouraged
our members to share their personal iAppreciate 2. Reflections of Gratitude
gratitude stories. One gratitude story i-Appreciate is a portal where Happiest (#amgratefulfor
is published every month covering Minds can appreciate or show #gratitudeshowcase)
members from all BU’s. expressions of gratitude to colleagues.
First ever gamified gratitude
In FY22, 11,500 appreciations were leaderboard to encourage
RnR Awards sent and received. participation & to spread the
Our Rewards & Recognition (RnR) culture of appreciation & gratitude.
Council designs Award categories Culture of Gratitude In the history of Happiest Minds,
that have a positive impact on Gratitude is a ritual at your Company. Gratitude Week has embarked
our members - Quarterly Awards, Leadership or Team meetings start with upon a smilestone by achieving:
Annual Awards, Chairman Awards & an expression of gratitude. We believe
943 appreciations sent to
Monthly Insta Awards. that being grateful for the many things
3,000+ people over 7 days
we have received increases our set
point for happiness. Research has also 5,500+ iAppreciate messages
validated this. At Happiest Minds, all sent by 880+ people
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Benefits Flexi Working: Members have the option Care & Compassionate
Leave Donation: The Leave Donation to work only during the core working Contribution Scheme Benefits
Program is a voluntary program where hours at office and the rest at home.
Continuity of salary upto
Happiest Minds donate their leaves to We have also introduced the hybrid
two years or more
help their colleagues who need them work model, members may avail the
the most. It also provides a provision same and work from office for 3 days & Support extended to
to avail additional paid leave, from rest from home. dependent parents
the leave pool, to people undergoing Employment opportunity with
critical illness. Childbirth Gift: A gift set to welcome a
the Company or employability
new born into the Happiest Minds family.
training support
COVID Leave: Provisioning of paid leave Plant a Tree on behalf of the
for people testing COVID positive and Children Education Support
newborn: With the support of an
under treatment/quarantine. Option to upto graduation
NGO, we will plant a tree as a small
avail paid leave for hospitalization, home step towards creating a greener, Continuation of Medical
quarantine and family care. sustainable & happier tomorrow for Insurance Coverage
our future generation
Salary Advance Policy: Salary advance Continuation of Parent Medical
is given to help members to cover their 12 leaflets with different seeds in the Insurance Cover for next five years
immediate financial requirement. calendar for creating and cherishing
Immediate Cash assistance and loan/
a living kitchen garden and make
advances waiver
Compassionate Loan: A loan amount every month of the first memorable
is provided to all Happiest Minds to Discretionary support for persons
Best wishes certificate from Happiest
support them during financial needs. who have ongoing medical treatment
Minds Leadership
Members will have the option to repay not covered by medical insurance
this amount up to 10 installments. In addition, a Gift Voucher is
sent to the parents Cult.fit Live Corporate Subscription:
Sabbatical Leave: Members have an We have a tie-up with Cult to offer
option to avail long leave or take a 24x7 Doctor Consultation: Free our members highly discounted live
temporary break from work up to one online Doctor Consultation for fitness session.
year at a stretch for higher studies or for members and families.
Exclusive Voluntary COVID Insurance
medical reason. Policy: Voluntary and exclusive COVID
Referral Bonus: Referral Bonus when
insurance plan for Happiest Minds and
Medical Leave: All Happiest Minds the referred candidate completes 3
their family. Inclusion of partners, onsite,
are eligible for paid leaves for medical months post joining.
& support staff.
situations that need hospitalization.
The entire medical leave is credited at the Business Referral Bonus: Contribution Group Accident Insurance Coverage:
time of joining or beginning of the year. to the growth of the Company by Enhancement in coverage limits
bringing in more business prospects will for certain groups to align as per
Crèche Facility: Tie-ups at discounted be eligible for bonus. market standards.
rates with Klay, Feather Touch and Group Life Insurance Coverage:
Jumbo kids to provide crèche facility Care & Compassionate Contribution
Enhancement in coverage limits
for the members with young children. Scheme: We have launched the
for certain groups to align as per
Additionally, we will also offer a company Care & Compassionate Contribution
market standards.
co-paid amount. Scheme, which provides benefits to
the beneficiaries of Happiest Minds Voluntary Life Insurance Coverage: A
Hospitals Tie-up: Tie-ups with during the difficult time of loss of life program to top-up GTL voluntarily for self
well-known hospitals like (Narayana or a medical condition which requires during the policy period. This gives the
Hrudayalaya, Fortis, Apollo Spectra, extended treatment & goes beyond flexibility to the members to go for higher
Apollo Fertility, Cradle & Motherhood) insurance coverage. life insurance coverage to their family.
for emergencies.
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Gratitude
Expressing Gratitude is ingrained in our culture.
Leadership or Team meetings start with an expression
of gratitude. We believe that being grateful for the
many things we have received increases our set
point for happiness. Research has also validated
this. At Happiest Minds, all meetings commence with
spending some time expressing gratitude or silently
being grateful. We institutionalize gratitude as a ritual
by encouraging our people to freely use SMILES
Cards which are placed at the reception in all our
three facilities. We encourage Happiest Minds to use
these for colleagues, family, and friends so that this
ritual will cascade and have far-reaching benefits for
a kind, compassionate and happy society. We also
encourage our people to use the iAPPRECIATE Portal
to appreciate or thank a colleague.
G
o Gratitude: A note of gratitude is sent to the
family of the Happiest Mind to say how happy we
are that they are one of our valued Happiest Mind
and that we are very proud of and grateful to their
contribution to the Company
Say It With SMILES: The SMILES Card is used
to reach out to fellow Happiest Minds, family,
and friends. It is used to express gratitude, to
acknowledge, appreciate, recognize, heal, forgive…
The Way to Be Happy is to make
others Happy, for happiness is itself a
kind of gratitude
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Work-from-Home Support during the Pandemic

The Internal First Responder team, BU People Practice, respective managers and team members support the affected
members in many ways, including financial support, insurance, logistics, hospital admission procedures, counseling, and
medical leaves for the recovery period.
Policies and Benefits

COVID leaves for Happiest Minds
Voluntary COVID Policy with minimal premium, to cover the
member and family
1,000 members touched by Mithra – The Good
Samaritan Program
Financial support with loans/salary advances for the pandemic
VSafe – Vaccination Tracking System
COVID Support
Internal First Responder Team providing real-time support
COVID Microsite for real-time information related to new
guidelines by Govt, Precautions, Internal Responder team
contacts, Organization communication
Effective work-from-home guidelines and Back to office plans
Medical Tele-consultation for Happiest Minds and family
members who are infected with SARS-COV2
COVID Task Force, Internal First Responder Teams supporting
members in need
Support given to travelers returning from other Geos
Higher team connect, Leadership touchpoints
COVID Tracker
Back-up team members / managers
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Succession Planning
We have a systematic approach to ensuring leadership continuity within an organization by recruiting and/or encouraging individual
Happiest Minds to grow and take up key leadership roles. It is important to ensure that succession planning is closely tied to our
long-term business strategy and goals. As a process, we engage with our executive and senior leaders and clearly define the
development of key talent and ensure that the successor understands his/her role in the process and knows what is expected of
them. We do a Talent Risk assessment at regular intervals and make required interventions in time.
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Wellness Programs (HappiZest)

W
leadership involvement and participation

in adoption of key initiatives, enhanced
budget year-on-year, maturity in wellness
schemes, better scores and ranking in
external and internal people surveys,
overwhelming testimonials from our
teams on the impact in their professional
and personal lives.
Happiest Minds Wellness program is

branded as – HappiZest. Our motto is
“Experience the joy of living”. The name
has been derived based on the internal
naming contest for all members.
We further created a HappiZest Council
Happiest Minds’ philosophy Our systems, policies, and practices who are responsible for driving the
is simple. Happiest People are crafted to foster an open culture, wellness program at Happiest Minds.
enabling our people to discover their
lead to Happiest Customers. The HappiZest Council comprises
potential and participate in shaping their
We see people as an integral own work-life experience. This is how we members across all levels, location, age
part of our business and make a difference. groups and business who are actively
their happiness is of utmost engaged in conceptualizing and driving
Though happiness is a very personal the key wellness charter for Happiest
importance. Aligned with
emotion, we believe that it is the Minds. The Council defines the annual
the philosophy of Happiest wellness objectives and agenda based
organization’s responsibility to
Minds, the wellbeing of create enabling conditions for a on the feedback received from people
our teams has been an person to be happy. through various sources/surveys,
important element of the organization’s focus on people’s
It is important for Happiest Minds to focus wellbeing, analytics of assessments
culture of Happiest Minds.
on the wellbeing of people to live up to and evolving wellness market practices
The Happiest Minds’ Wellness and benchmarks. Periodic dashboard
our mission. Happiest Minds believes
Program constitutes the that the key factor of our successful on wellness initiatives and its impact,
7Ws of Physical Wellness, wellness programs is to incorporate participation and feedback is also shared
Spiritual Wellness, Intellectual health & wellbeing into our culture. with the leadership.
Wellness, Professional There are a varied range of initiatives
launched under wellness which are All the HappiZest initiatives have an
Wellness, Social Wellness, in-built feedback loop which is a very
conceptualized and designed to create
Emotional Wellness and awareness, enabling people to act and strong source for us to reflect and
Environmental Wellness. ultimately taking ownership of their own redesign any element of wellness
These are nurtured by transformation. which needs attention or improvement.
We also conduct periodic and varied
aligning activities, logistics,
There has been a wholehearted health assessments of our people, which
facilities, and the expertise of commitment from Happiest Minds, the helps in determining overall interest
the organization through an Company to enable its members to take and needs of our people and develop
array of Wellness schemes care of their wellbeing. This reflects in wellness initiatives to cater that.
and initiatives.
93
Participation available to listen to them, in safety, series. Mutual interests can be

We have organized 90+ wellness acceptance and confidentiality. a great way to get the members
events/activities in FY22, where 4,000+ During the fiscal, FY22, Team to spend time together outside
Happiest Minds have participated and Mithra has been able to provide of work. Hobbies give them time
provided an average feedback rating emotional and counselling support to decompress and rejuvenate
of 4.7 (out of 5) to over 1,000 Happiest Minds. by doing something they enjoy.
We have identified some common
Theme-Based Wellness Events MITHRA is a team of Happiest hobbies & interests and created
Minds’ Volunteers who have intranet hobby communities,
To set the rhythm & expectation
committed to be available to listen, where few interested members
for members, we have planned &
to help deal with whatever it is that have volunteered to be the admin
implemented the theme-based wellness
one is going through. They are of the communities and ran some
interventions on a monthly basis – the
available to take calls or respond engaging contests on a monthly
examples include parenting, Digital
to mails 24x7, to help one process basis. A collaborated session
detox, self-care, wellness for women,
whatever it is that they are going where our members or their family
hobbifying, oral health & sleep.
through, in safety, acceptance and including children, with expertise
confidentiality. in any arts/crafts/hobby conducted
Exclusive Expert Driven
workshops on arts and crafts,
Webinars/Talk Shows
b.
Mindfulness Training - Our ranging from Origami, Painting,
Experienced subject matter experts tagline ‘The Mindful IT Company’ Doodling, Mandala Art.
provided their insights on various differentiates us. To us Mindfulness
wellness topics to our members. is not just Being Mindful – being in Physical Wellbeing
Initiatives under this includes programs the moment but also Doing Mindful HappiZest believes that physical health
like Laughter Yoga by Dr Madan Kataria - perceiving situations immersively, is very important for our members and
(Laughter Yoga Guru), Tai Chi by Seefar, processing it non-judgmentally it is positively correlated with higher
Parenting sessions by Parvarish, Cardiac without biases or filters and levels of concentration, increased
Health session by Dr Srinivas B V from performing empathetically. Nearly mental stamina, reduced levels of stress,
Fortis Hospitals, Ergonomics Awareness 81% of Happiest Minds have improved learning, sharper memory, and
Session by Dr. Sitaraman Sundaresan & undergone Mindfulness Training. improved levels of focus and creativity.
Dr. Gayathri Mahalingam.
We have brought this habit into practice
c. SilverOak - We have joined hands by introducing annual subscription
Sponsored Wellness Programs with SilverOak EWAP services & plan to fitness application at a heavily
These are key interventions which launched one of the key initiatives discounted rate & also by creating fun
have high potential to change people’s of this year – 'Mithra for Wellbeing' engaging fitness challenges.
lifestyle and enhance productivity program, which is an extension to
of people. The key critical programs our in-house counselling program. octor 24x7 - A tele consultation
D
under this includes 24x7 Doctor Tele This is a unique program which application that allows patients
Consultation, Ergonomics Consultation, provides a holistic approach to to connect with doctors from the
Virtual / Gamified Fitness challenges. the emotional wellbeing of all convenience of their physical location
Happiest Minds. Using this, all over a phone call for 11 free categories.
Emotional / Mental Wellbeing - our members have free access to
a. Good Samaritan - Mithra – our 24x7 counselling, Online Cognitive Cure.fit - A curation of interactive online
Good Samaritan program facilitates Behavioral Therapy, 8-week Online classes brought to all members from the
a culture of listening along with Resilience program – SCO (Stress best of trainers and celebrities. We have
the various surveys that we run Control Online), Mindfulness joined hands with Cure.Fit and provided
- measures happiness and our Application & self-help tools. our members a corporate annual plan
annual Dipstick of the Support with a heavy discount.
Functions. The Good Samaritan d. Hobbifying Workshops - To bring
Program consists of a team of the hidden passion and talents of
volunteers who are committed to our members & to tap those talents,
counsel Happiest Minds and be we have created this hobbifying
94
Family Wellbeing Thursday Techies b. Ergonomic Chairs at discounted

Family is an integral part of existence During these unprecedent times, kids rates to eliminate the most common
and journey of an individual. Family plays are locked inside homes without any physical issues related to Ergo,
a crucial role in achieving holistic well engagement. During the summer we have facilitated the members
being of individual. Hence, we have holidays, to keep them engaged in buying Ergonomic chairs at a
a dedicated focus on parenting and & to teach them something useful, discounted price.
extension of programs to family and HappiZest has planned technology
children to make the programs inclusive related workshop for kids. Under this Hospital Tie-ups
and cater to extended Happiest Minds series, we have organized HTML & CSS Exclusive discounts for Happiest Minds
family. Key initiatives involves parenting workshops for kids & also cyber security & their families with hospitals pan India
related workshops, collaboration by webinars. The Thursday Techies like Fortis, Narayana Health, Apollo
parents within Happiest Minds on series was launched with a simple Spectra, Apollo Fertility, Apollo Cradle,
parenting during lockdown focused philosophy – “For Jr. Happiest Minds, Motherhood hospitals.
workshop for kids around hobbies, by Jr. Happiest Minds” where a few
learning and technical awareness, Jr. Happiest Minds have volunteered to Sharing Transformation Stories
awareness session for kids on cyber take basic coding workshops. to inspire others
security. Panel discussion with parents, On a monthly basis, we would
medical insurance coverage for family We have encouraged participation, by encourage our members to share their
members, voluntary life insurance keeping these webinars during summer transformational stories (on weight
coverage for spouse, exclusive COVID holidays & also we have ensured loss, disease management, emotional
insurance policy for self and family. these workshops are engaging & wellbeing, financial management etc.) to
entertaining for the kids. motivate other members.
Wellness for Women
HappiZest noticed that women Happiest Ergonomic Care
Minds have unique physical and a.
Ergonomic Consultations -
psychological concerns & needs as Considering the pandemic, virtual
compared to men. We have prioritized free one-on-one video Ergonomic
Health and Wellness related programs doctor consultations were
and focused on the needs of women organized on a monthly basis.
which helped us to retain the best female
talent for long and drive business growth.
We have taken the approach to establish
gender-specific corporate wellness
programs to widen the understanding
of what is required to help women
Happiest Minds.
As part of Wellness for Women, the

HappiZest team has organized many
wellness activities for Aura members
of Happiest Minds such as Dress up
for yourself, Webinar on PCOD, PCOS,
Awareness on Sustainable menstruation,
Breastfeeding awareness week.
95
MITHRA - The Good Samaritan Program

We truly live in uncertain, complex, and ambiguous times, and the recent changes in the environment are
a perfect example of this. There are times in our personal and professional lives when the pressures and
the anxieties of life and living, uncertainties & constant changes and need to adapt to those changes, place
enormous stress on us, and takes its toll. During these times, it is important to find someone trustworthy
to talk to, someone with a sympathetic, listening ear. MITHRA – The Good Samaritan Program is precisely
for that purpose.
MITHRA
– The Good Samaritan Program
MITHRA is a team of Happiest Minds’

Volunteers who have committed to be
available to listen, to help you deal with
whatever it is that one is going through.
They are available to take calls or respond

to mails 24/7, to help one process whatever
it is that they are going through, in safety,
acceptance and confidentiality.
In FY22,
MITHRA
Team Mithra
has connected
with over 1,000
Happiest Minds
96
Mindfulness Training in FY22
14 81%
Total
sessions
5,262
1,613
covered in FY22
Happiest Minds till date
Coverage
Sessions for
* Students who have been given an offer
to join the Company
* Happiest Minds' Customers
* BIM Alumni Association
In The Perceive
Moment Immersively
Process
Non-judgementally
Perform
Empathetically
Happiest Minds is the First Indian IT firm to be 97
‘The Mindful IT Company’

Circle of Happiness
Happiness comes from giving, not getting. If we try to bring happiness to others, we cannot stop it from coming to us also.
To get joy, we must give it, and to keep joy, we must scatter it. - John Templeton
Social Responsibility is a core value of Happiest Minds. It is also one of our vision statements where we have set out to
“be a leader in integrating social responsibility initiatives with core business operations”.
Our CSR initiative, called the

Circle of Happiness:
Establishes volunteering &
community involvement
Celebrates our important milestones
with acts of giving
E
xecutes a process for leveraging our
capabilities and contribute to socially
relevant causes. and builds a social
engagement program that enables
us to engage with clients & partners
and make a difference to society and
the environment
A
core team anchors this program,
defines its charter at a granular level,
interfaces with social organizations and
International Day of Happiness was
coordinates volunteer activities
celebrated in March with the theme:
Be Kind. Be Calm. Be Wise.
98
Some of our CSR initiatives in FY22 were:
Contribution towards meals to Akshaya `1 Crore to Sri Jayadeva Institute of ` 5 Lacs to Bangalore West Lions Super
Patra Foundation in FY22 - 1.28 million Cardiovascular Sciences and Research Specialty Eye Hospital, (a Non-Profit unit
meals totaling ` 1,22,89,576; total meals for a molecular testing lab and 3 ICU of the Lions Club of Bangalore West
till date 4.04 million (` 2,55,73,374) Ventilator Beds Trust) towards their program for early
detection & treatment of blindness due
to diabetes & its complications
Participation in Daan Utsav program, where 775 wishes were fulfilled through contributions of ` 7,69,390 by Team Happiest
Minds. The NGO beneficiaries were: Baale Mane, Balajothi Centre for the Disabled, One Billion Literates Foundation &
Jeevarathni Foundation
In FY22, the total contribution for CSR

initiatives was ` 2,35,58,966, of which
Company contribution was ` 2,15,00,000
and the team’s contribution was ` 20,58,966.
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Learning and Development
Learning and Development Key Highlights

at Happiest Minds is a Multiskilling Initiative
continuous process of
1,885 Happiest Minds covered as part of cross-skilling/multiskilling initiative across
creating value through a the BUs. 338 Happiest Minds deployed in the projects across BUs based on training
learning culture which is agile, of new skills. The additional skill base is enabling BUs to identify new opportunities,
creative, collaborative and enhance current project work and increase efficiency.
technologically advanced in
alignment with business and Cloud Boot Camp,
Dotnet AI Fundamentals
organizational goals Full Stack
DevOps AWS DevOps, Azure
& Deep Learning
DevOps, Networking
Cyber Security related Azure DW,

AWS ELB,
Angular 10 trainings – Thycotic, Modernization,
Cognito, Microservices
CyberArk, QRADAR, Programming experts
Cloud related
trainings – AWS IoT, Advance SOC DDR4
DataBricks
Azure IoT, Azure API Analyst Basics
Management etc.
SAP ITIL JS Full

Kafka
Hybris Foundation Stack
100
Niche Skills Program Role Transition Programs

Soft Skills/Behavioral Programs
A learning initiative to identify and create IMPACT @Happiest Minds is a customized
Business Communication Skills
an internal pool for niche skills that is program for our new Managers who
currently in demand or is going to be are taking the first step into managerial Presentation Skills
the future skills. 36 Programs conducted positions. The program focuses on Customer Centricity
for skills which are not readily available building key skills on planning, delegating, Collaborating Across Cultures
in the market and 448 Happiest Minds managing, decision-making. Also, the
covered as part of the various programs. program covers aspects of emotional Manager and Leadership
intelligence, awareness of personality Development Programs
Top Skills styles and communication skills
IMPACT Program for
ServiceNow empowering them to become confident
First Time Managers
managers. 60 first-time managers have
SAP HYBRIS Ananta Values
completed the program in FY22.
AI@ Scale Leadership Program
Reinforcement learning Professional Development Programs Building Leadership
AWS & Azure DevOps Competency based professional Muscle Program
Vue.js & Golang development programs focuses on Interviewing Skills Program
people skills & personality attributes to
Labware LIMS
enhance an individual’s self-awareness,
Happiest Minds Architect interpersonal skills, communication
Academy Program skills, social skills, job performance skills,
character traits, managerial skills and
As part of our Talent strategy, a
leadership skills.
customized industry standard Architect
program rolled out in FY22. 26 Happiest
Minds aspiring to become future
Architects completed the structured
learning path and are being groomed for
future projects opportunities.
D-Hub @Happiest Minds

D-Hub is a Domain learning initiative
providing a framework to gain insights
and expertise into various Business
domains. Program curriculum design
and roll out completed for two domains
Retail and CPG.
Campus Programs
Collaboration with internal stakeholders
for curriculum design, content creation
and program launch planning. Also, as
part of pre-joining engagement programs
Tech Mind series, Quiz and fun events
rolled out to the participants.
101
Key Metrics
326 1,18,325 32
Total Programs completed Total Training Hours Training hours per Happiest Mind
(excluding mandatory programs) (excluding mandatory programs)
8,512 117 trainers facilitated

Campus training hours
209 courses
Internal trainer pool
24
Trainings & Certifications
Training Hours Overview

Professional
Mandatory Programs Tech Talks Technical
Development Programs
6,004 1,252 2,158 5,070
Happiest Minds Covered in Training (VILT)

FY21 FY22
BU Online Training Online Training
Learning Hours (Udemy) Person Hours (VILT) Learning Hours (Udemy) Person Hours (VILT)
Total 37,625 35,081 58,699 59,625
102
Learning Hours Trend Learning Hours (Udemy & VILT)

23,773
19,432
18,297
16,752
13,808
9,842
9,881
50% 50%
6,539
Q1 Q2 Q3 Q4
VILT Learning Hours Online Learning Hours (Udemy) Online Learning Hours (Udemy) Training Person Hours (VILT)
Trainings Completed Training Hours

132
74
11% 89%
61
47
12
External Trainer Internal Trainer Partnership Trainings
PDP Technical PDP Technical
103
Talent Acquisition
Talent Acquisition (TA) is an

Recognition:
AI-enabled, analytics-driven
Happiest Minds was awarded the Times Ascent – Global HR Award – 2021 for
function with agility in
Innovation in Recruitment.
decision-making. The core
theme that makes Happiest Differentiated hiring processes through various modes have ensured that
Minds an employer of choice scalability is always the prime focus:
is a differentiated hiring Majority of the interviews are conducted virtually which have helped
process focused on a superior reduce the TAT
candidate experience Engaging external interview panels to cater to volume-based hiring
and future skills.
Limiting interviews to only 2 levels for certain skills/function with a focus on
hiring based on potential and not just performance
Over the last 4 years, the Routine meetings with respective stakeholders within the business to
address any calibrations required on either toning down on expectations
overall Turnaround Time (skills) or mapping of relevant salary stack as per market trends
(TAT) has been consistently
Active involvement of project & client panels in engaging with short-listed
maintained at 51 days.
candidates as part of post-offer engagement
Panels being more diligent on interview etiquettes to ensure better
candidate experience
Market mapping of target companies & cross-mapping of interviewed
candidates for relevant customer accounts
Working with local vendors in specific geographies for global engagement
hiring initiatives
TA has consistently delivered exceeding results in alignment with business goals.
104
Happiest Minds is an Equal Employment Our hiring diversity ratio for the year currently stands
Opportunity Company at 27%, compared to FY21 which was 24.5%. We have
We are an equal employment opportunity provider and as part undertaken various measures to increase workplace
of our Equal Opportunity Policy, we provide equal opportunities diversity, such as:
at all levels of employment without discrimination on grounds
of race, ethnicity, nationality, gender, language, age, sexual Hiring: Each BU works on the D&I target assigned
orientation, religion, marital status, socio-economic status or through hiring drives, hackathons, and the usual
special ability. lateral hiring process. They have given a dedicated
target to work on increasing the diversity ratio, which
During the fiscal year, we hired 738 women. is reviewed every quarter and the dashboard is
published to the Executive Board
Geo-wise and employment-type split of recruitment is as follows:
Leadership Hiring: The TA team is mandated to
specifically consider the diversity route for leadership
hiring apart from the campaigns for lateral hiring
718
Referral Policy: We encourage any referrer by paying

5% extra for each woman joiner referred by the team
Boomerang Policy: We encourage - Happiest Minds

Alumni to return to us. The process has minimum
interview rounds
15 Awareness Session: Constant awareness sessions

4 1
are done to encourage leaders and managers to hire
INDIA USA UK DUBAI more women and ensure a diverse workforce
Retention: Connect with Happiest Minds who have

resigned to see what could be done to retain them
Geo-wise Vendor Alignments: Increased outreach to

vendors specialized in diversity hiring
105
Key Initiatives Undertaken for Suppliers

In order to compete effectively and
survive in the global market, we must Our Supplier Development initiatives Key initiatives undertaken for the
maintain and build relationships with focuses on following areas: suppliers in FY21-22 are:
a capable and competent network of
Continuous Improvement of Engaging with suppliers to cut
suppliers and extract maximum value
Strategic Supply Base down the lead time.
through such relationships. To create and
maintain such a network and to improve Materials Management Competency Negotiating with suppliers for AMC
capabilities that are necessary to meet Supplier Risk Management on Product warranty.
its increasing competitive challenges, On-Site Supplier Assessment Liasioning with Government Bodies
we engage in Supplier Development for smooth functioning of all Happiest
Initiatives to improve the performance Minds Office Spaces
of supply base both pro-reactively
and strategically.
Value Chain Management Local Procurement

We believe that a holistic approach Happiest Minds is actively engaging with We have established procurement
as well as responsible and informed their value chain partners on ESG issues processes based on the principles of
choices can lead to solutions that are through dedicated policies, guidelines, sustainability. Sustainable procurement
sustainable. Our actions and approach and code of conduct. The engagement is a process through which we meet
to achieve environmental stewardship aims to go beyond audits and our needs for goods, services, works
include energy and water efficiency, assessments and focuses on supporting and utilities in a way that achieves
waste management, and green services. value chain partners in enhancing their value for money on a whole life basis
Happiest Minds is driven by the spirit of sustainability performance through in terms of generating benefits not only
innovation and is continuously focusing to the Company, but also to society and
capability building and knowledge
the local economy, whilst minimizing
upon sustainable processes & services. sharing. In addition to working with
damage to the environment.
vendors, we are also focusing on
Building sustainability in the value-chain
sourcing materials and engaging the Embedding sustainability into
chain presents an urgent imperative
services that are sustainable and procurement supports our objectives as
today. Leading corporations across the
conflict-free in nature. set out in relevant policies and strategies
world are extending their commitment to
and is adapted to reflect the nature
responsible business practices beyond of the contract.
their immediate boundaries.
Many sustainability benefits can be
achieved through supplier engagement
before the procurement process
begins which is essential to allow the
market to understand and prepare
their RFP response.
One of the key ESG objectives is
to mobilize procurement to deliver
local priorities. This highlights the
delivery of social value and sustainable
procurement, including economic, social,
and environmental outcomes, such as:
Creating new businesses, new jobs,
and new skills in the local boundaries
Improving supplier diversity,
innovation, and resilience
Tackling climate change
and reducing waste
106
Governance
Ethical Practices
Happiest Minds is committed to with the laws of land and adherence or inspect Vendors’ facilities to confirm
conducting its business in accordance to well-established ESG principles and compliance. This Code is an integral
with the applicable laws, rules, and standards such as National Guidelines part of Happiest Minds' contract or
regulations with highest standards of on Responsible Business Conduct agreement with its Vendors.
business ethics, integrity, environmental (NGRBC), the UN's Universal Declaration
responsibility, and social responsibility. of Human Rights and the conventions The requirements under the Happiest
of the International Labor Organization Minds’ Vendor’s Code of Conduct
To implement the Value Chain (ILO) Declaration on Fundamental focuses on Freedom of employment
Sustainability Framework, Vendor’s Principles and Rights at Work and and association, The eradication of
Code of Conduct has been established ILO’s Basic Terms and Conditions child labor, safe and hygienic working
and communicated to all the vendors. of Employment. conditions, appropriate pay and working
This Code is intended to define hours, humane and non-discriminatory
non-negotiable minimum standards of While Vendors are expected to treatment, anti-bribery and corruption,
business conduct that Happiest Minds self-monitor and demonstrate their and environmental awareness.
expect its Vendors to respect and compliance with this Code, Happiest
adhere to. This includes compliance Minds reserve its right to audit Vendors
107
Data Privacy and Freedom of Expression

1.
Happiest Minds has conducted 1a.
Awareness (Article 39): 1d.
Evaluate Data Retention
detailed assessment of our internal Annual information security Procedures (Article 12): Data
processes to comply with Privacy awareness sessions retention policy is in place
regulation like GDPR. Data flow 1b.
Review and Update Privacy and timeline of data retention
maps are developed and evaluated Notices (Article 19): The current is mentioned by different
for each function/business process privacy policy is updated as process owners.
to identify the overall lifecycle of per the GDPR requirement. 1e.
Conduct a Privacy Impact
the collected data, privacy risk is The same has been published in the Assessment (PIA) or DPIA (Article
assessed and mitigation measure and Happiest Minds website. 35): DPIA was conducted when the
controls are deployed accordingly.
1c. Appoint or Hire a Data Protection GDPR was implemented identifying
Some of the key policies/practices
Officer (Article 37): In-house various PII data and its respective
implemented include:
Full-time DPO has been appointed. controls and owners. Annual audit is
conducted to verify the DPIA.
1f.
Establish Contracts with
Third-Party Processors (Article 28,
46): Happiest Minds has modified
the contracts to ensure that all
third parties have adequate data
protection measures and procedures
in place. Annual privacy risk reviews
are conducted for the identified
critical vendors.
1g. Implement Procedures for Prompt
Mandatory Notification (Article
33, 34): We have procedure in place
to ensure that breaches are reported
to regulators within 72 hours of the
Company becoming aware of the
breach. If notification occurs later
than 72 hours after we become
aware of a breach, eventual notice
is accompanied by an explanation
for the delay. DPO manages and
oversees the activities.
Data Security and Privacy Policies

Information Security and Privacy Policies and Procedures: We have well-defined and implemented information security and
data protection policies and procedures (as per ISO 27001 and ISO 27701 framework). Policies and practice related to Data
Security includes:
1 2 3 4
Vendor Risk Information Access Clear Desk and
Management Policy Security Policy Control Policy Clear Screen Policy
5 6 7 8
Information Policy on Removal of Policy on Back-up
Classification Policy use of Encryption Information Assets and Restoration
108
Accounting Metrics for the Fiscal - 1
1 Total amount of monetary losses as a result of legal proceedings associated with user privacy None
Number of law enforcement requests for user information, number of users whose information was requested, None
2
Percentage resulting in disclosure
List of countries where core products or services are subject to government-required monitoring, blocking, None
3
content filtering, or censoring
4 The entity shall disclose the number of unique users whose information is used for secondary purposes None
2. As part of our Information Security Management System, ongoing risk assessment is conducted (both internal and
third parties) to assess the risk and mitigation/controls. We undergo annual ISO 27001 certification and SOC 2 Type 2
attestation by third parties. The following Data security controls are in place:
2a. Encryption - Both at end points and at Network level

2b. Strong Access Control - Including Multi-factor and Risk-based Authentication and access control
2c. Malware protection - At end point and network layers (to protect web and email traffic)
2d. Device control - Restriction on usage of USBs, Mobile devices
Accounting Metrics for the Fiscal - 2

1 Number of data breaches None
2 Percentage involving personally identifiable information (PII) 0%
3 Number of users affected None
109
Management & Leadership
Ashok Soota, Executive Chairman of On April 5, 2021, Ashok launched SKAN

Happiest Minds Technologies Limited (Scientific Knowledge for Ageing and
(NSE:HAPPSTMNDS), is widely recognized Neurological Ailments), India’s first private
as one of the pioneering leaders of the sector, non-profit organization, exclusively
Indian IT industry. dedicated to carry out medical research
on ageing and neurological disorders.
Ashok was earlier founding Chairman & SKAN seeks to be a global leader in
MD of Mindtree, a company he also led to gut microbiome research, specifically
a very successful IPO. Prior to Mindtree, he the gut-brain axis. Ashok has committed
led Wipro’s IT business for fifteen years, US$ 50 million (`375 Crores) for SKAN
making it the second largest IT company in and the goals are to find kinder and gentler
India. He also led the turnaround of Shriram remedies; to delay the onset and slow the
Refrigeration into a highly profitable progression of the diseases; and to enrich
company after four straight years of losses. the lives of people afflicted with such
Ashok Soota ailments. Ashok is not new to philanthropic
Executive Chairman Ashok has been the President of leading work. He is the Founding Trustee of
industry association, Confederation of Ashirvadam, an NGO committed to caring
Indian Industry (CII), a member of the Prime for the environment and providing support
Minister’s Task Force for IT and was on the to the needy including vocational training,
Advisory Council for the World Intellectual education and medical assistance.
Property Organization, Geneva. He is a
Fellow of INAE and CSI and on the Board of Ashok holds a Bachelor’s Degree in
Governors of Asian Institute Management Electrical Engineering from University of
(AIM), Philippines. He is a recipient of Roorkee (now called Indian Institute of
multiple IT Person of the Year (Dataquest Technology, Roorkee) and a Master of
and Elcina) and Lifetime Achievements Business Management degree from the
Awards including Financial Express (2016), Asian Institute of Management, Philippines.
Dataquest (2017) and Chiratae Ventures,
earlier IDG Ventures (2018). Ashok is co-author of the national
bestseller – “Entrepreneurship Simplified:
From Idea to IPO”.
110
Joseph has over 25 years of professional with Aztecsoft (later acquired by Mindtree),
experience, primarily focused on helping he was first responsible for making inroads
technology and digital engineering into Microsoft and rapidly scaling it into
companies unlock new levers of growth. a multi million-dollar account. During his
In 2011, he became one of the co-founders combined association with both companies,
of Happiest Minds and currently serves he was instrumental in winning several
as its Executive Vice Chairman and large deals while contributing in strategy
a member of its Executive Board. formulation, customer engagement and
Joseph’s instrumental role in establishing strategic marketing. He started his career in
the Company’s Product Engineering banking and manufacturing before foraying
Business Unit helped in substantiating into the world of IT.
its digital credentials and contributed
towards a highly successful IPO. Joseph holds a Bachelor of Engineering
degree from BITS Pilani and a PGDM
Joseph Anantharaju Previously, Joseph owned the P&L from IIM Ahmedabad.
Executive Vice Chairman & CEO responsibility at Mindtree for the Microsoft
Product Engineering Services (PES) Strategic Business Unit. In this role, he
devised and implemented a strategic
program that helped the Company become
one of the largest vendors and engineering
partner of choice for Microsoft. In his stint
Rajiv Shah is the President and Chief niche product companies, and facilitated a
Executive Officer of the Digital Business major transaction to provide profitable exit
Services and member of the Executive to shareholders.
Board of our Company. He is a global
executive with more than 30 years of Rajiv led Financial and Healthcare Business
experience across the healthcare, financial Units at Wipro. He also oversaw the
services, technology, travel/transportation, establishment of international operations of
and software industries. an IT major, EDS, a JV between the largest
US BPO TeleTech and Bharti group and a
Rajiv has held leadership and Board new entity for an Australian Conglomerate
level positions at technology-driven – Kerry Packer Group. He then ran these
organizations including Electronic Data businesses as a CEO and Executive Director.
Systems (EDS), Wipro Technologies,
IBS Software Services, and Mu Sigma. Rajiv holds an MS in Mechanical
Rajiv Shah Prior to Happiest Minds, he was an advisor Engineering from the University of Missouri.
President & CEO to Founder CEOs and various companies He has completed Executive Management
Digital Business Services (DBS) and worked with PE firms during their courses at multiple business schools and
investment evaluation process. has also participated in Global Leadership
Alliance Training in St. Petersburg, Russia,
As a CEO and Executive Director of IBS, he and Stanford University. He speaks
turned around the company with proprietary at various forums and has published
software by engineering the change in leadership articles.
business model from on-premise to SaaS
which improved revenue and profitability
visibility. He drove their global expansion,
initiated acquisitions and integration of
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Ram Mohan is President and CEO of Ram worked as a Systems Manager in

Infrastructure Management and Security MPACT Immedia, Michigan, USA, thus
Services Business Division and a member acquiring the multifaceted experience in
of the Executive Board in Happiest IT management and business, technology,
Minds Technologies. operations and managing multiple business.
Previously, Ram was EVP and Global Head He has 30+ years of experience in
of IMS, Enterprise Integration, Mainframe IMTS, including last 20 years in senior
services and APAC business in Mindtree. management positions. He has the
He was also CISO for Mindtree, responsible experience of working both in service
for organizational automation. Prior to that, organizations and product companies and
he was EVP - Operations of e4e. has played key role in M&A activities.
He was Founder and COO of Vinciti Ram holds a Bachelor of

Ram Mohan C Networks, a specialized service provider Electronics Engineering degree
President and CEO in Infrastructure Management and Tech with distinction from Bangalore
Infrastructure Management Support (IMTS) which he ran successfully University. He is a distinguished speaker
and Security Services
for five years and built a 1,200 strong team, in many Infrastructure and Support
before rolling up to the holding company. forums and seminars. He has also taught
MBA (IT) to students of Symbiosis.
Ram has worked in the Support Division He is the winner of the coveted Chairman’s
at Wipro for 11 years in various capacities Award at Mindtree and at Happiest Minds
from customer support to business and the CSO Award.
development, and helped the formation
of its Global Support division, now Global
Infrastructure Services division.
Venkat is the Managing Director, Chief Previously, he was CFO, Sonata Software,
Financial Officer and member of the TeamLease Services, Perot Systems TSI
Executive Board of our Company. (India), Transworks Information Services,
He is a fellow member of the Institute and Mindtree. He was Director - Operations
of Chartered Accountants of India and Oracle and Consultant at Arthur Andersen.
holds a Bachelor’s Degree in Commerce He has been on the Board of Directors of
and in Law. He has been associated with Sonata’s subsidiaries and Perot Systems.
our Company since April 2015 and has
over 25 years of experience in general
management, operations, finance and law.
Venkatraman Narayanan
Managing Director and CFO
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Independent Directors
Anita is a well-known HR expert in the Known as an authority in Reward

country and has over 40 years’ experience Management in India, Anita’s work in
as a management consultant. She is one of the compenzation and rewards area
the first generation of women professionals is well-recognized. Recently, she was
to become an entrepreneur and run a involved in several large organization
highly successful HR consulting and transformation assignments. She regularly
services organization. facilitates senior and top management
workshops and assesses senior positions.
Anita began her career in the Management She is a strategic advisor to many family
Consultancy division of AF Ferguson & Co groups. She also works with several PE
(AFF), a KPMG network company in India firms, mentors start-ups and supports
then, as its first woman consultant. In her 19 organizations in the social sector.
years stint with AFF, she worked in Finance,
Industrial Market Research, Strategy and Anita has been an Independent Director
Anita Ramachandran Human Resources Consulting roles across on Boards of companies across diverse
Independent Director India and finally became its Director. industries for the last 20 years. She is
currently on the Board of Grasim, Metropolis
Anita founded Cerebrus Consultants Healthcare, Kotak Life, Happiest Minds and
in 1995 for HR advisory services, several other companies.
including organization transformation.
With her innovative approach, she grew She was the Chairperson of TiE Women
it to international scale, having worked and was on the Executive Committee of
with over 700 companies in South Asia TiE Mumbai and Advertising Standards
(Bangladesh, Sri Lanka and India) on a wide Council of India.
variety of HR projects.
Anita is an MBA from the Jamnalal Bajaj
Institute, Mumbai and has won several
academic honors.
113
Rajendra Srivastava (Raj) is the Novartis His research, spanning marketing and
Professor of Marketing Strategy and finance/economics, has been published in
Innovation at the Indian School of Business various leading Journals. He was on the
(Hyderabad and Mohali, India). He is the editorial boards of Journal of Marketing
Executive Director, Center for Innovation and Research (JMR) and International Journal
Entrepreneurship (CIE) at ISB. He serves as for Research in Marketing (IJRM). He was
Independent Director, Happiest Minds and an editor of special issues for the JMR on
is on the Advisory Boards of Istakapaza, the Brand Equity, and Journal of Marketing (JM)
State Bank Institute of Consumer Banking, on Marketing Strategy Meets Wall Street.
and the Punjab - University Pandit Madan
Mohan Malviya Incubation Center. A recipient of multiple research awards,
his work on Market-Based Assets in
Raj has served as Provost and Deputy the JM received the Maynard Award,
President at Singapore Management MSI/Paul Root Award and AMA/
Rajendra Srivastava University, and as Senior Associate Sheth Foundation Award. His thought
Independent Director Dean at the McCombs Business School, leadership is reflected in ~23,000 Google
University of Texas at Austin and the Citations referencing his work.
Goizueta Business School, Emory
University. A distinguished scholar, he has He has consulted and delivered executive
held the George Kozmetsky Centennial development programs across North and
Chair at UT-Austin and the Roberto Latin America, Europe and Asia for multiple
C. Goizueta Chair in Marketing and large technology and financial services
Digital Commerce at Emory University. firms. He has also worked with several
He has been a Visiting Professor at companies in B2B product markets.
London Business School and Helsinki
School of Economics. He is a member of He holds a B. Tech. (Honors) in Mechanical
EFMD Deans Across Borders (EDAF). Engineering from the Indian Institute
of Technology, Kanpur and an MS in
Raj is a Fellow (Distinguished Educator) at Industrial Engineering from the University
the American Marketing Association, the of Rhode Island. His MBA and Ph.D.
Mack Institute for Innovation at the Wharton (Business Administration) degrees are from
School, the Institute for Studies in Business the University of Pittsburgh.
Markets at Penn State University and at the
IC-Sq. Institute, University of Texas at Austin.
Shubha is an Independent Non-Executive Services (previously TCS eServe). She also

Director of Happiest Minds. She has serves as an Independent Director on
been associated with our Company since the Boards of Ace Manufacturing System
June 4, 2020 and has 30 years of and Stovekraft.
experience in the banking and insurance
sector. Previously, she served as the Vice She holds a Bachelor’s of Commerce
President at ICICI, Senior Vice President degree from University of Mumbai and is
and Head - CSO branch operations at ICICI an Associate of the Institute of Chartered
Prudential Life Insurance Company and Accountants of India, New Delhi.
a General Manager at Tata Consultancy
Shubha Rao Mayya

Independent Director
114
Officers of the Company
Ajay Agrawal Aurobinda Nanda Ganapathi T B Huzefa Saifee

Senior Vice President & President – Operations Executive Vice President & Senior Vice President
Head of CoE - AI/Analytics & Deputy Chief Chief Operating Officer, IMSS CTO - DBS &
Executive Officer, PES Head of CoE – IoT
Praveen Preeti Menon Priya Kanduri Raja Sekher

Kumar Darshankar Senior Vice President & Vice President, CTO-IMSS, Executive Vice President
Vice President & Head of Global Delivery Head, PES Lead-Cyber Security Practice & Head – Engineering &
Legal, Company Secretary & Business Excellence
Compliance Officer
Sachin Khurana Sajith S Kumar Sharon S Rajkumar PhD Sridhar Mantha

Vice President & Senior Vice President & Vice President & Executive Vice President &
Chief People Officer Chief Information Officer Happiness Evangelist Chief Technology Officer
Sundar Ramaswamy Vijay Bharti

Senior Vice President Senior Vice President, CISO,
and Head of CoE, Digital Head-Cyber Security Practice
Process Automation
115
Statutory
Reports
117 to 204
117 Board’s Report
140 Management Discussion and Analysis of
157 Corporate Governance Report
174 Business Responsibility & Sustainability Reporting
116
Board’s Report
Dear Members,
Your Directors take pleasure in presenting the Eleventh Annual Report covering the highlights of the finances, business, and
operations of your Company. Also included herein are the Audited Financial Statements of the Company (standalone and
consolidated) prepared in compliance with Ind AS accounting standards, for the financial year ended March 31, 2022.
Highlights of Financial Performance

Amount in ` Lacs
Description Standalone Consolidated
March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021
Revenue from Operations 103,354 76,096 109,365 77,341
Other Income 3,771 2,342 3,710 2,424
Total Income 107,125 78,438 113,075 79,765
Employee benefits expense 61,210 45,012 62,000 45,238
Depreciation and amortization 2,423 2,063 3,288 2,274
Finance cost 830 645 995 649
Other expenses 17,577 12,116 21,598 13,002
Total expenses 82,040 59,836 87,881 61,163
Profit / (Loss) before Exceptional Items and Tax 25,085 18,602 25,194 18,602
Exceptional (Income) / Expense - - 609 -
Profit / (Loss) before Tax 25,085 18,602 24,585 18,602
Tax expense 6,437 2,409 6,465 2,356
Profit / (Loss) after Tax 18,648 16,193 18,120 16,246
Earnings per share (Basic) 13.21 11.71 12.84 11.75
Earnings per share (Diluted) 12.91 11.41 12.55 11.45
Attributable to:
Shareholders of the Company 18,648 16,193 18,120 16,246
Opening balance of retained earnings 10,637 (5,457) 10,550 (5,597)
Dividend on equity shares (6,830) - (6,830) -
Other comprehensive income recognised directly (73) (108) (73) (108)
in retained earnings
Transferred from share option outstanding reserve 6 9 6 9
for options forfeited
Closing balance of retained earnings 22,388 10,637 21,773 10,550
Note: Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with the current year’s
classification/disclosure.
A detailed analysis of the financials and business performance of the Company during the year under review including the impact
of the COVID 19 pandemic had on your Company’s business is detailed below.
Management Discussion and Analysis

Management Discussion and Analysis as required under Schedule V of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is provided separately in the Annual Report.
Dividend & Transfer to Reserves

Your Company’s policy on Dividend Distribution is available at https://www.happiestminds.com/investors/policy-documents/.
In accordance with the said policy, your Directors declared an interim dividend of ` 1.75/- per equity share in the Board meeting
held on 27th October 2021 and are pleased to recommend a final dividend of ` 2/- per equity share for the financial year ended
117
March 31, 2022 i.e., the total dividend for the current financial year under review being ` 3.75/- per equity share (previous financial
year - ` 3/- per equity share). If the above recommendation is accepted by the Members of the Company at the ensuing Annual
General Meeting, the total outflow on this account will be ` 5507.38 Lacs.
Your Directors do not propose to transfer any amounts to the general reserves of the Company, instead have recommended to
retain the entire profits for the financial year ended March 31, 2022 in the profit and loss account.
Your Company did not have any amounts due or outstanding as of the Balance Sheet date to be credited to the Investor Education
and Protection Fund.
Mergers & Acquisitions

Your Company has an active investment committee represented by two executive members of the Board who continuously
evaluate M&A opportunities that can complement or augment capabilities in strategic focus areas, and also help the Company
increase its geographic outreach in the chosen markets. Emphasis is given to capabilities that can help the Company further its
digital vision for its customers. Your Company is selective about the type of opportunities that are pursued and innovative in modes
of engagement with them.
During the year under review, your Company made a strategic investment into Tech4TH, a consulting led technology services
company that exclusively focuses on the travel and hospitality segment. Tech4TH’s vision is to empower travel and hospitality (T&H)
enterprises with next generation of products, services, and drive superior customer experiences. The investment aligns with your
Company’s ten-year vision to be a thought leader in its focus areas of technology and solutions.
Subsidiary Company
As of March 31, 2022, your Company had one wholly-owned subsidiary company viz., Happiest Minds Inc., USA (formerly PGS
Inc.). The statement under Section 129(3) of the Companies Act, 2013 in respect of the subsidiary in Form AOC-1 is attached as
Annexure I. The Consolidated Accounts of your Company duly audited by the Statutory Auditors are presented as part of this Report.
The financial statements together with related information and other reports of the subsidiary are available on the website at
Your Company’s policy on material subsidiary is also available on the website at https://www.happiestminds.com/investors/
policy-documents/
Recognitions
We are happy to inform that your Company and its executives have received the following recognitions during the year:
• Happiest Minds is ranked among India’s Top 15 Best Workplaces in Health and Wellness 2021 by Great Place to Work®
Institute. Happiest Minds also received a special recognition for supporting employees and their families during COVID-19 crisis.
• Happiest Minds is ranked among India’s Top 50 Best Workplaces for Women 2021 by Great Place to Work® Institute for the
third consecutive year.
• Happiest Minds is recognized as a GOLD partner of the Intel Network Builders Winners’ Circle.
• Ashok Soota, Executive Chairman is among India’s 100 Great People Managers 2021 by Great Manager Institute®.
• Priya Kanduri, Vice President & CTO - IMSS received the Women in Tech award at the 19th Edition of Asia Pacific HRM
Congress & Awards.
• Preeti Menon, Senior Vice President & Global Delivery Head – PES is recognized among the Top 20 Female Cloud Leaders in
2021 by The Sociable.
• Kiran Veigas, General Manager – Corporate Marketing & Communications was awarded DMA Trailblazer Rising Star CMO
2021 award at the BrandMaster Award Nite.
• Happiest Minds’ Digital Content Monetization (DCM) solution was featured in the NASSCOM Cloud Case study Compendium.
• Happiest Minds is featured in NASSCOM’s report on India Cybersecurity Industry Services & Product Growth Story.
• Happiest Minds is recognized in Zinnov Zones as a Leader for Enterprise Software; Leader for ER&D (Small & Medium Service
Providers) and Niche-Established for AI Engineering o Niche-Established for IoT Services.
• Happiest Minds is recognized as a ‘Major Contender’ in Everest Group PEAK Matrix for Digital Engineering.
118
Share Capital
During the year under review, your Company did not issue any shares. The paid-up equity share capital as on March 31, 2022 was
` 293,727,112/- consisting of 146,863,556 equity shares of ` 2/- each.
Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.
Directors and Key Managerial Personnel

As on March 31, 2022, the Board of Directors of your Company comprised of six Directors, viz., three Executive Directors and three
Independent Directors including two women Directors. As per the Articles of Association of the Company, one third of the Directors
(other than Independent Directors) are liable to retire by rotation at the Annual General Meeting (“AGM”) of the Company, every year.
Mr. Ashok Soota (DIN 00145962) retires by rotation at the ensuing 11th AGM and being eligible, offers himself for re-appointment.
Mr. Ashok Soota (having DIN 00145962-Executive Chairman), Mr. Venkatraman Narayanan (having DIN 01856347-Managing
Director & CFO) and Mr. Joseph Anantharaju (having DIN 08859640- Executive Vice Chairman) are Executive Directors on the Board.
Ms. Anita Ramachandran (DIN 00118188), Mr. Rajendra Kumar Srivastava (DIN 07500741) and Ms. Shubha Rao Mayya
(DIN No. 08193276) are the Independent Directors on the Board. Pursuant to the provisions of Section 149 of the Companies Act,
2013 the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided
in Section 149(6) of the Companies Act, 2013 along with the Rules framed thereunder and Regulation 16(1)(b) of the Listing
Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the
opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise and proficiency required
under all applicable laws and the policies of the Company.
Policy on Nomination and Remuneration of Directors

This policy on the nomination and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel have
been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company.
The Policy is guided by the principles and objectives as enumerated under the provisions of the Companies Act, 2013 and the Listing
Regulations, to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear
relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company.
A Copy of the policy is uploaded on the Company’s website at https://www.happiestminds.com/investors/policy-documents/.
We confirm that the remuneration paid to Directors, Key Managerial Personnel and Senior Management Personnel is in accordance
with the said policy of the Company. The statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013
and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report
as Annexure II.
None of the Executive Directors of the Company were in receipt of any commission from the Company or any remuneration from
the subsidiaries of the Company.
Familiarization Program for Independent Directors

The Company has in place a familiarization program for its Independent Directors. The objective of the program is to familiarize
Independent Directors on our Board with the business of the Company, industry in which the Company operates, business model,
challenges etc. through various programs which includes interaction with subject matter experts within the Company, meetings with
our business leads and functional heads on a regular basis.
The familiarization program and other disclosures as specified under the Listing Regulations is available on the Company’s website
at https://www.happiestminds.com/investors/disclosures/HappiestMinds-Details-of-Familiarization-Programme.pdf
Board Evaluation
During the year under review, the Nomination, Remuneration and Governance Committee of the Company has reviewed and
approved the evaluation criteria for the Board Evaluation. The criteria for the evaluation were broadly based on the SEBI’s Guidance
Note on Board Evaluation. The evaluation criteria covered the Board as a whole, the Committees of the Board, each individual
Director and the Chairman of the Company and were focused on the Board’s composition and accountability, their role in setting
strategies, the effectiveness of the Board committees and the performance of each individual Director and Chairman.
119
The questionnaire was circulated to all the Board members of the Company in a transparent and confidential manner and based
on their responses, a detailed report was presented to the Board on an anonymous basis to give an understanding of its working
dynamics, highlight areas of strength/improvement and proposed the suggested action plan to improve the Board’s overall
performance and effectiveness.
Some of the suggested action plans that are being implemented during FY 2022-23 are as below:
1. To expand the Board/Committees with the induction of one Independent Director and one Executive Director.
2. To send a report to Board on material aspects as and when they occur.
3. To review Sustainability risk (ESG) and Strategic risk (Acquisitions).
4. To organize professional development programs for the Directors.
Committees of the Board

The details of the powers, functions, composition and meetings of the Committees of the Board held during the year are given in
the Report on Corporate Governance section forming part of the Annual Report.
Board Meetings
The Board of Directors of the Company met five times during the year under review. The details of these Board Meetings are
provided in the Report on Corporate Governance section forming part of the Annual Report. The necessary quorum was present for
all the meetings. The maximum interval between any two meetings did not exceed 120 days.
Corporate Governance
Your Company has taken adequate steps to adhere to all the stipulations laid down in the Listing Regulations. A report on Corporate
Governance is disclosed separately in the Annual Report.
A Certificate from M/s. V Sreedharan & Associates, a firm of Company Secretaries in practice, confirming the compliance with the
conditions of Corporate Governance as stipulated under the said Regulations is attached as Annexure VII to this Report.
Employees Stock Option Plan (ESOP)

During the year under review, no fresh grants were made under the Happiest Minds Employee Stock Option Scheme 2020,
however, your Company facilitated the transfer of 8,25,563 Equity Shares of ` 2/- each by the Happiest Minds Technologies Share
Ownership Plans Trust to the employees who exercised their options under the old schemes.
The additional details of stock options are provided under Notes to Financial Statements (Standalone).
Pursuant to the requirements of the SEBI (Share Based Employee Benefits) Regulations, 2014, a certificate has been issued by the
Secretarial Auditors of the Company confirming that the Plan has been implemented in accordance with the said Regulations and
in accordance with the resolution passed by the Company in the General Meeting.
As required under the SEBI (Share Based Employee Benefits) Regulations, 2014, the applicable disclosures as on March 31, 2022
are uploaded on the website of the Company at https://www.happiestminds.com/investors/disclosures/
Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate
relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015. This Code of Conduct also includes the code for practices and procedures for fair disclosure of unpublished price sensitive
information which has been made available at https://www.happiestminds.com/investors/policy-documents/
Vigil Mechanism
The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the Listing Regulations
is implemented through the Company’s Whistle Blower Policy to enable all its employees, consultants (part-time, full-time and
temporary employees) of the Company and its subsidiary companies and its associate companies to report genuine concerns,
to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct
access to the Chairman of the Audit Committee. Your Directors affirm that no employee/consultant has been denied access to the
Audit Committee.
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The Whistle Blower Policy is available at https://www.happiestminds.com/investors/policy-documents/
During the year under review, your Company did not receive any complaints under the said policy.
Annual Return
Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules,
2014, copies of the Annual Returns of the Company for previous financial years prepared in accordance with Section 92(1) of the
Act have been placed on the website and is available at https://www.happiestminds.com/investors/disclosures/.
Software Technology Park

The entire Indian operations of the Company have been registered under the Software Technology Parks of India (STPI) Scheme.
Fixed Deposits
Your Company has not accepted any fixed deposits during the year under review and as such, no amount of principal or interest
was outstanding on the date of the Balance Sheet.
Significant & Material Orders passed by the Regulators or

Courts or Tribunals
During the year under review, your Directors confirm that there were no significant and material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status of your Company and its future operations.
Loans, Guarantees and Investments

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating
to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.
Related Party Transactions

The policy on related party transactions is available at https://www.happiestminds.com/investors/policy-documents/
Particulars of the Contracts or Arrangements with related parties referred to in Section 188(1) in the format specified as Form AOC-2
forms part of this Report as Annexure III. Further details of related party transaction are provided in Notes to Financial Statements
(both Standalone and Consolidated).
All the Related Party Transactions entered by your Company with the Related Parties are in the ordinary course of business and
are carried out at arm’s length pricing.
Details of the transaction(s) of your Company with the entity(ies) belonging to the promoter/promoter group which hold(s) more than
10% shareholding in the Company as required under para A of Schedule V of the Listing Regulations are provided as part of the
financial statements.
Auditors & Auditors' Report

The current Statutory Auditors of the Company are M/s. Deloitte Haskins & Sells (ICAI registration number 008072S) who have
been appointed at the 10th AGM of the Company held on 7th July 2021 to hold office for a term of 5 years i.e., till the conclusion
of the 15th AGM.
The Auditors’ Report does not contain any qualification, reservation, or adverse remark on the financial statements for the financial
year ended March 31, 2022. The Notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not
call for any further comments.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, the Company has appointed M/s. V Sreedharan & Associates, a firm of Company Secretaries
in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report issued by them for the financial year
ended March 31, 2022 is attached as Annexure VIII to this Report. The Secretarial Audit Report does not contain any qualifications,
reservations, or adverse remarks.
During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed
in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of
which needs to be mentioned in this Report.
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Sustainability and Corporate Social Responsibility (CSR)

Company’s Sustainability, Environment, Social and Governance Reporting is provided separately as part of the Annual Report.
The annual report on CSR including a brief outline of the CSR Policy and the activities undertaken during the year under review is
enclosed as Annexure IV to this Report. The CSR policy is available at https://www.happiestminds.com/investors/policy-documents/.
Risk Management
Your Company under the supervision of the Executive Board has established a well-defined framework and procedures on
organization wide risk and its management. The framework encompasses significant risk in areas of Information security,
operations, delivery, and key support functions. Under the framework and procedures, detailed risk management guidelines have
been prescribed and implemented covering Risk Identification, Analysis, Response, Tracking, and Management Discussion and
Mitigation. Risk registers are maintained by respective functions and project teams. These are centrally reviewed and periodically
monitored by compliance and governance teams identified as the owner for the area of risk. The Chief Information Security Officer
(CISO), Chief Information Officer (CIO), and Engineering and Business Excellence (EBE) Team work together with the Executive
Board in achieving the above.
The Executive Board with the assistance of the CISO, CIO and EBE follows a process covering the steps below in identifying areas
of risk in the Company. The process covers:
• Identification of key risk areas
• Assessment of key risks for probability and impact
• Prioritization
• Formulation of response
• Identification of Owners
• Participation by Owners in outlining mitigation plans
• Reporting on adequacy and effectiveness
• Acceptance of residual risk
Your Company while designing its strategy in drawing up of its long term business plan, it makes provision to accommodate broader/
higher level of risk than it expects/envisages so that Company is prepared to sustain in the eventuality of unforeseen level of risk.
Significant risks areas which have been identified and are constantly monitored are:
1. Financial Risks:
a. Foreign currency fluctuation
b. Customer credit
c. Profitability and sustenance of the business
d. Availability of credit and liquidity management
2. Business Risks:
a. Concentration of revenues
b. New, emerging disruptive technologies and their impact on business, and delivery
c. Shrinking product development cycles
d. Customers insourcing
3. Operational Risks:
a. Data privacy, social media
b. Talent availability and timely staffing of projects
c. Optimal resource utilization
d. Contractual commitments and project delivery challenges
e. Business continuity
f. COVID 19 Pandemic
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4. Legal and Regulatory:

a. Compliance with local legislation in the geographies we operate in
b. Dynamic and ever changing immigration and travel laws
5. Projects Delivery related risk

a. Related to change meeting timelines, estimated effort
b. Quality of deliverables
6. Information Security Risks

a. Loss of Customer Artifacts, Digital Assets (Code, database etc.,) or IP
b. Privacy breach, sharing of sensitive data without requisite approvals
c. Phishing, Malware and Ransomware attacks
Oversight of the framework is provided by the Risk Management Committee of the Board of Directors A Risk Management Policy
has also been adopted based on this framework, copy of the policy is available at https://www.happiestminds.com/investors/
policy-documents/.
People Practices
Building a culture of innovation, collaboration, and being mindful of our members’ needs are the key objectives of people practice.
Induced by COVID-led disruptions, we saw the rapid adoption of digital technologies across industries leading to increased demand
for tech talent. This led to a fiercely competitive global talent market, especially for experienced software engineers. Our work culture
and people practices continued to be our key differentiators helping us attract and retain people in the highly challenging talent
landscape. We continued to have an industry-leading Glassdoor rating of 4.4, a reflection of the perception of our members and
alumni. In this competitive market, we added 950 members this financial year, leading to a headcount increase of 29% over last year.
We continued to operate virtually for FY 2021-22, in order to protect our people from the different waves of coronavirus that emerged.
Open communication and a sense of belongingness were critical to creating a productive and conducive workplace. The People
Practice team conducted multiple connect & team bonding programs, including the virtual town hall, leadership connects, benefits
communication series, awareness programs and team building events.
Under the Care program, your Company launched many initiatives to support Happiest Minds and their families, including tele-doctor
consultation, Mithra – for counselling support, COVID Leaves, leave donation program, ergonomics consultation, financial wellness,
and multiple webinars on emotional, physical and mental wellbeing. To support the families of Happiest Minds who lost their lives in
the past two years, your Company launched one of the unique benefits under the Compassionate & Caring Contribution Scheme,
where the Company supported the grieving family in many ways, including support for the child's education, employment for the
spouse, continuity of salary, an extension of medical insurance, etc.
Under the Agile program, your Company has diversified its hiring and has expanded its efforts into newer areas. We have
undertaken our most extensive campus hiring plan, expanded hiring from newer locations, explored building campuses in new
cities, increased women hiring, etc. Your Company has invested immensely in upskilling and cross-skilling initiatives. We are
also building a comprehensive leadership succession development plan. People Practice has a representative present in each
significant geography to support Happiest Minds. We conducted regular surveys and dipstick to take our members’ input and
create a detailed action plan based on survey outcomes.
Further, during the year under review, your Company received multiple industry accolades, including Rank 21 – Best Companies to
Work for in India, Rank 63 - Best Companies to work for in Asia, all of these by the Great Place to Work(R) Institute. Top 15 India’s
Best Workplaces in Health and Wellness 2021 & Top 10 for supporting the team & their families during COVID-19. Furthermore, two
women leaders received industry recognition, Priya Kanduri got the Women in Tech Award by Asia Pacific HRM Congress & Preeti
Menon, was recognised as the Top 20 Female Cloud Leaders in The Sociable. In addition, your Company received a few more
people and culture awards, which speak volumes about the people’s practices of your Company.
Your Company continually strives to provide people with competitive and innovative compensation packages. We have recently
restructured our compensation stack to offer a higher fixed payout and upside potential on the Company and individual performance.
In addition, we work with leading industry partners and consultants to benchmark our compensation and benefits programs with the
best organizations in the industry. Our compensation packages include a combination of fixed salary, variable pay, stock options,
health insurance, and unique benefits like leave donation, flexi work, etc.
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Quality Management System (QMS)

1. Quality Policy
“Happiest Minds will consistently strive for customer happiness. We are committed to deliver excellence in our services by
continually improving processes and systems, aiding in creating value to all our stake holders”.
2. QMS Framework
Our strategy for continual quality improvement journey is derived on our Vision, business needs, technology changes,
customer feedback, suggestions, and process performance. Our quality processes are derived from industry best practices
and are continually improved based on our experience, and our processes have been assessed by external accredited
agencies. Your Company has received accreditation on international quality and process models, including ISO 9001:2015.
In December 2021, your Company was recertified for ISO 9001:2015 with the external auditors applauding our focus towards
digitization of internal processes. In addition, your Company is certified to Information Security standards like ISO 27001:2013,
which guides our policies and procedures for protecting information security, our own software enablers and as well customers’
software enablers.
3. Engineering Practices
Engineering practices form the crux of successful delivery. Our engineering practices help your Company deliver high-quality
software to its customers as per the planned timelines and consistently earn their trust and enable customer happiness.
We measure the satisfaction levels of our customers every year and have been consistent/improving on the scores, year
on year since inception. Our digital driven engineering practices have been well accepted by our customers with some of
them adopting these practices in their internal processes. We have adopted Agile practices to support our Mission of “Born
Digital . Born Agile”
4. Systems Driven
Our projects are managed using systems to track project management practices and engineering practices for projects
managed within your Company. This is line with our digital focus towards process and practices. Our Integrated Project
Management system helps the delivery to have an end-to-end view of the project at all levels of the management to provide
enhanced delivery value to our customers. There are regular updates done to the system. Our projects that are adopting Agile
methodologies are using JIRA Plan, Track and manage the projects to decrease the turnaround of the shippable products to
our customers. The usage of JIRA in extensive to Plan epics, Plan sprints, manage sprints and to manage releases. We also
have built Business Intelligence (BI) reports and Metrics Dashboard’s which help’s in taking proactive actions.
5. Code Quality
Apart from regular code reviews process our projects extensively use Code Quality tools to check the code on various
parameters. We have defined Code Quality Index based on the Code Quality metrics and this help us to deliver high quality
outputs to our customers.
6. Rapid Iteration and Experimentation

Fail fast and learn quickly - Agile teams develop solutions through fast cycles of field testing and learning from mistakes.
Products and solutions are developed iteratively using minimum viable products i.e., minimum set of features needed to test
and learn. This also helps our customers to get early feel on the products/solutions that they would be using and also help
reducing the time for production release.
7. DevOps and automation

Your Company has deployed DevOps practices which include building pipelines for continuous integration, code analysis,
testing and deployment of software solutions developed. Some of the practices like continuous deployment, pushing a new
release into production based on passing of all the tests, checking code and software quality in the build pipeline and leverage
the build pipeline to get feedback on the health of their software, etc help your Company to decrease the turnaround to the
customers and build a better quality products.
8. Information Transparency
The accessibility, accuracy, and availability of quality, unfiltered data which is critical for organizational agility is deployed
across the organization. Various data pipelines and reports are built to enable team members to easily share their ideas and
results of their work with those who might benefit from the information.
9. Continuous Learning
At your Company, continuous learning happens on both the individual and organizational level. At the organizational level,
structured processes and tools have been enabled to share the tribal knowledge. This helps the information learned through
experimentation and experience is available across the organization.
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10. Delivery Methodologies

Our suite of delivery methodologies in the below mentioned areas demonstrates our thought leadership and execution
capabilities viz., Agile methodologies, Service delivery lifecycle, Application Support and Maintenance life cycle, Embedded
system software, Waterfall model for Software development and Hardware development life cycle. These methodologies
along with our best practices help in providing value added services to our customers.
11. Involve to Evolve

We drive the continual improvement programs by actively engaging the team members across the organization. Focused groups
will be formed to make the resources part of the continual improvement journey to bring in Agile community of practice,
technical experts from Practice, estimation work group and internal audit community. The continuous measurement of benefits
accrued from your Company’s process improvement initiatives has brought to light a significant reduction in rework, increase
in productivity, adherence to schedules and budget, and significant added value, culminating in customer delight.
12. Rewards and Recognitions

The team members/teams are rewarded for their exemplary work towards process improvements and customer delight with
awards such as Code excellence award, Service Delivery excellence award, etc.
13. Customer Connect

Your Company has customer experience framework to understand the behaviors, needs and expectations of individual
customers which helps in developing a roadmap for continuous engagement and enriching the customer relationship. As part
of this framework, we conduct Customer happiness Survey, Customer Pulse, bringing Value adds, etc.
Whenever there is a customer escalation related delivery or staffing, the concerned manager will raise the escalation in project
management system. An action item for the same is created and assigned to the respective team member to track, monitor the
status of the escalation. The closure of the escalation of the communicated back to the customer.
Internal Control System

Your Company has deployed adequate Internal Control Systems in place to ensure a smooth functioning of its business.
The processes and the systems are reviewed constantly and changed to address the changing regulatory and business
environment. The Control Systems provide a reasonable assurance of recording the transactions of its operations in all material
aspects and of providing protection against misuse or loss of Company’s assets. The ERP system which the Company had
implemented has helped in further strengthening the internal control systems that are in place.
The existing internal control systems and their adequacy are frequently reviewed and improved upon to meet the changing business
environment. The Statutory Auditors as well as the internal auditors periodically review the internal control systems, policies and
procedures for their adequacy, effectiveness and continuous operation for addressing risk management and mitigation strategies.
Conservation of Energy, Research and Development, Foreign

Exchange Earnings and Outgo
Your Company has made the necessary disclosures in Annexure V to this Report in terms of Section 134(3) of the Companies Act,
2013 (earlier Section 217(1)(e) of the Companies Act, 1956), read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988.
Employees’ Remuneration
As per the proviso to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
statement containing the names and other details of employees drawing more than `10.2 Mn per financial year or `0.85 Mn per
month, as the case may be, are set out in the Annexure VI to the Board’s Report. Further, as per the proviso to Rule 5(3) of the said
Rules, the particulars of employees posted and working outside India not being directors or their relatives, need not be included
in the statement but, such particulars shall be furnished to the Registrar of Companies. Accordingly, the statement included in this
Report does not contain the particulars of employees who are posted and working outside India. If any Member is interested in
obtaining a copy thereof, such Member may write to the Company in this regard.
Directors’ Responsibility Statement

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement,
it is hereby confirmed that:
(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
125
(ii) Accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable
and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year 2021-22 and of
the profit or loss of the Company for that financial year;
(iii) Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;
(iv) The Annual Accounts have been prepared on a going concern basis.
(v) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating efficiently.
Your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are
adequate and were operating effectively.
Secretarial Standards
During the year under review, your Company has duly complied with all applicable Secretarial standards issued by the Institute of
Company Secretaries of India.
Cost Audit
The provisions of Companies (Cost Records and Audit) Rules, 2014 are not applicable to your Company.
Disclosure under the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013
Your Company is committed to promote a safe and professional work environment, that fosters teamwork, diversity and trust
across. Your Company has a gender neutral Anti-Sexual Harassment Policy at workplace which is also in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the applicable rules.
Internal Committee has been set up to redress complaints received regarding sexual harassment. We have also appointed a
lawyer as an external Internal Committee member, who specializes in Prevention of Sexual Harassment (“POSH”) and Protection of
Children against Sexual Offences Acts.
All employees regardless of position or contractual status, i.e., permanent, short-term contract, visitors and casual employees are
covered under this Policy. The POSH awareness program is mandated to all Happiest Minds and every member going through the
training will be provided with completion certificate. During the year under review, most of our employees were working remotely,
communications and awareness mailers were sent on the applicability of the POSH during remote working times along with do’s
and don’ts under POSH.
During the year under review, there were no complaint with allegation of sexual harassment filed with Internal Committee.
Events Subsequent to the date of Financial Statements

As on the date of this Report, your Directors are not aware of any circumstances not otherwise dealt with in this Report or in the
financial statements of your Company, which would render any amount stated in the Accounts of the Company misleading.
In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the
end of the financial year and the date of this report, which would affect substantially the results, or the operations of your Company
for the financial year in respect of which this report is made.
Acknowledgements
Your Directors have pleasure in recording their appreciation for all the guidance and co-operation received from all its customers,
Members, investors, vendors, partners, bankers, government authorities and other stakeholders for their consistent support to your
Company in its operations. Your Directors take this opportunity to place on record their sincere appreciation of the dedication,
contribution and commitment of all Happiest Minds in Company’s growth.
For and on Behalf of Board
Venkatraman N Ashok Soota

Managing Director & CFO Executive Chairman
DIN: 01856347 DIN: 00145962
Bengaluru
Dated: May 30, 2022
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Annexure I to Board’s Report
Form AOC-1
(Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014) Statement
containing salient features of the financial statement of subsidiaries or associate companies or joint ventures
Part A Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in `)
1 Name of the subsidiary Happiest Minds Inc

2 The date since when subsidiary was acquired January 1, 2021
3 Reporting period for the subsidiary concerned, if different from the holding company’s April 1, 2021
reporting period till March 31, 2022
4 Reporting currency and Exchange rate as on the last date of the relevant Financial year in Reporting Currency – USD
the case of foreign subsidiaries Exchange Rate - 75.7875
Financial Details as on March 31, 2022 Amount in ` Lacs

5 Share capital 76
6 Reserves and surplus (3,328)
7 Total assets 4,827
8 Total Liabilities 8,080
9 Investments 762
10 Turnover 9,645
11 Profit before taxation 385
12 Provision for taxation 244
13 Profit after taxation 141
14 Proposed Dividend -
15 Extent of shareholding (in percentage) 100%
Notes:
1. Names of subsidiaries which are yet to commence operations- Nil
2. Names of subsidiaries which have been liquidated or sold during the year- Nil
3.
Part B of the Annexure is not applicable as there are no Associate Companies / Joint ventures of the Company as
on March 31, 2022
For and on behalf of Board
Venkatraman N Ashok Soota Praveen Kumar Darshankar

Managing Director & CFO Executive Chairman Company Secretary & Compliance Officer
DIN: 01856347 DIN: 00145962 Membership No. F6706
Bengaluru
Dated: May 30, 2022
127
Annexure II to Board’s Report
Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
1.
The ratio of the remuneration of each Director and Key Managerial Personnel to the median remuneration of the employees
of the Company for the financial year ended March 31, 2022 and percentage increase in remuneration compared to last
financial year:
Director/ KMP Designation % increase in remuneration Ratio to median

compared to last FY remuneration of employees
Mr. Ashok Soota Executive Chairman 10%* 10.03
Mr. Venkatraman Narayanan Managing Director & CFO 9%* 10.44
Mr. Joseph Vinod Anantharaju Executive Vice Chairman 5%* 27.96
Mr. Rajendra Kumar Srivastava Independent Director NA 2.56
Mrs. Shubha Rao Mayya Independent Director NA 2.13
Mrs. Anita Ramachandran Independent Director NA 2.13
Mr. Praveen Kumar Darshankar Company Secretary & 25% 4.26
Compliance Officer
*The CTC increment was approved in the Board Meeting held on July 28, 2021
Note:
(a)
For the purpose of calculation of median, salary at global level with conversion rate as of March 31, 2022 has been
considered. The median salary at global level of employment is ` 11,73,300 and at India level of employment is ` 1,144,100.
2. Percentage increase in the median remuneration of employees in the financial year ended March 31, 2022:
There was an increase in the median by 6.5%. This has been arrived by comparing the median remuneration of the cost-to-the
Company as on March 31, 2022 as compared to previous year as on March 31, 2021.
3. No. of permanent employees on the rolls of Company as on March 31, 2022 was 3744.
4.
Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if
there are any exceptional circumstances for increase in the managerial remuneration:
There was an increase of 21.2% in remuneration of employees other than managerial personnel against 12.3% increase in
remuneration of managerial personnel. There has been no exceptional remuneration increase for managerial personnel.
5. Affirmation that the remuneration is as per the remuneration policy of the Company:
Your Company affirms that the remuneration of Directors and Key Managerial Personnel was as per the Remuneration Policy
of the Company.

DIN: 01856347 DIN: 00145962
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Dated: May 30, 2022
128
Annexure III to Board’s Report
FORM NO. AOC.2

Details of Related Party Transaction
(Pursuant to Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in
sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm’s length basis:
(a) Name(s) of the related party and nature of relationship Not Applicable.
(b) Nature of contracts/arrangements/transactions There were no transactions or
(c) Duration of the contracts/arrangements/transactions arrangements which were not at
arm’s length and which were not
(d) Salient terms of the contracts or arrangements or transactions including the
in the ordinary course of business
value, if any
during financial year 2021-22.
(e) Justification for entering into such contracts or arrangements or transactions
(f) Date of approval by the Board
(g) Amount paid as advances, if any:
(h) Date on which the special resolution was passed in general meeting as required
under first proviso to section 188
2. Details of material contracts or arrangement or transactions at arm’s length basis:
(a) Name(s) of the related party and nature of relationship Not Applicable.
(b) Nature of contracts/arrangements/transactions There were no material contracts or
(c) Duration of the contracts/arrangements/transactions arrangements with related parties
during financial year 2021-22.
(d)
Salient terms of the contracts or arrangements or transactions including the
value, if any
(f) Date of approval by the Board
(g) Amount paid as advances, if any:

DIN: 01856347 DIN: 00145962
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Annexure IV to Board’s Report
Annual Report on CSR

[Pursuant to Section 134(3)(o) of the Act and Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014]
1. Brief outline on CSR Policy of the Company:

The CSR policy has been instituted based on the Corporate Social Responsibility (CSR) philosophy of your Company and
is committed to undertake CSR activities in accordance with the CSR Regulations. Your Company conducts its business in
a sustainable and socially responsible manner. This principle has been an integral part of the Company’s corporate values
and believes that corporate growth and development should be inclusive, and every Company must be responsible and
shall contribute towards betterment of the society. Your Company is committed to the safety and health of the employees,
protecting the environment and the quality of life in all regions in which your Company operates. Further, with respect to the
Company’s CSR philosophy, the Board has constituted the “CSR Committee” as its core CSR team, as a means of fulfilling
this commitment.
The CSR activities of the Company are as per the provisions of Schedule VII of the Companies Act, 2013 and CSR Policy gives
an overview of the projects and programmes which are proposed to be undertaken by the Company in the coming years.
2. The Composition of the CSR Committee:

Sl. Name of the Director Nature of Directorship Designation Number of Number of
No. meetings of CSR meetings of CSR
Committee held Committee attended
during the year during the year
1 Joseph Vinod Anantharaju Executive Director Chairperson 2 2
2 Ashok Soota Executive Director Member 2 2
3 Shubha Rao Mayya Independent Director Member 2 2
3. Web-link where Composition of CSR committee, CSR Policy and CSR projects approved by
the board are disclosed on the website of the Company:
a) CSR Committee: https://www.happiestminds.com/investors/disclosures/Board-and-Board-Committees.pdf
b) CSR Policy: https://www.happiestminds.com/investors/policy-documents/Corporate%20Social%20Responsibility%20
Policy.pdf
c) CSR projects approved by the Board: https://www.happiestminds.com/investors/disclosures/CSR-projects-approved-by-
the-Board-for-FY2021-22.pdf
4. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of
rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable
(attach the report):
Not Applicable
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the
Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set
off for the financial year, if any
Sl. Financial Year Amount available for set-off from Amount required to be set-off for
No. preceding financial years (in lacs) the financial year, if any (in lacs)
1 2020-21 0 0
2 2021-22 11 11
130
6. Average net profit of the Company for last three financial year as per section 135(5):
Particulars Amount in lacs
FY 2020-21 16,321
FY 2019-20 9,415
FY 2018-19 5,051
Average Net Profit of the Company for last three financial year 10,262
7. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above):
Particulars Amount in lacs
Prescribed CSR Expenditure (2% Average net profit of the Company for last three financial year as per 205
section 135(5))
Surplus arising out of the CSR projects or programmes or activities of the previous financial years 0
Amount required to be set off for the financial year, if any 11
Total CSR obligation for the financial year (7a+7b-7c) 194
8. Details of CSR spent during the financial year:

(a) CSR amount spent or unspent for the financial year:
Total Amount Amount Unspent (in `Lacs)

Spent Total Amount transferred to Unspent Amount transferred to any fund specified under Schedule
CSR Account as per section 135(6). VII as per second proviso to section 135(5).
Amount Date of Transfer Name of the Fund Amount Date of Transfer
215 NIL NIL NIL NIL NIL
(b) Details of CSR amount spent against ongoing projects for the financial year: Nil
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
1 2 3 4 5 6 7 8
Sl. Name of the Item from Local Location Amount Mode of Mode of
No. Project the list of area of the spent implementation implementation
activities in (Yes/ project. for the Direct Through
schedule No). project (Yes/No). implementing
VII to the (in ` agency
Act. State District Lacs) Name CSR
Registration
Number
1 The Akshaya Education Yes Karnataka Bengaluru 110 Yes
Patra Foundation
2 Lions Club of Healthcare Yes Karnataka Bengaluru 5 Yes
Bangalore West
Trust
3 Sri Jayadeva Healthcare Yes Karnataka Bengaluru 100 Yes
Institute of
Cardiovascular
Sciences and
Research
(d) Amount spent in Administrative Overheads: Nil
(e) Amount spent on Impact Assessment, if applicable : Not Applicable
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): `215 lacs
131
(g) Excess amount for set off, if any:
Sl. Particulars Amount

No. (in ` Lacs)
i) Two percent of average net profit of the Company as per section 135(5) 205
ii) Total amount spent for the Financial Year (including 11 lacs excess spent for last financial year) 226
iii) Excess amount spent for the financial year [(ii)-(i)] 21
Surplus arising out of the CSR projects or programmes or activities of the previous
iv) financial years, if any 0
v) Amount available for set off in succeeding financial years [(iii)-(iv)] 21
9. (a) Details of Unspent CSR amount for the preceding three financial years: Nil
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year: Nil
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through
CSR spent in the financial year: Nil
11. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5):
The Company has spent more than what is prescribed under the CSR regulation. Hence not applicable.

DIN: 01856347 DIN: 00145962
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Dated: May 30, 2022
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Annexure V to Board’s Report
A. Conservation of Energy
Your Company is in a knowledge intensive industry, and does not operate industrial machinery, production facilities, or other
such energy intensive operations. However, as a responsible corporate citizen, it continues to pursue and adopt appropriate
energy conservation measures.
During the year under review, due to pandemic, since most of your employees/consultants were working from home, there
was minimal or nil usage of energy at the office premises.
To affirm with commitment to Company’s ESG Vision and to proactively reduce the carbon footprint, Company has invested
in renewable energy project, specifically rooftop based solar energy for office spaces. Furthermore, your Company is in the
process to set up electric vehicle charging infrastructure to promote the use of alternate use of fuel and energy.
B. Technology Absorption
Your Company continues to track trends and latest developments in various technology areas, including those related to
mobility, big data analytics, security, cloud computing, IoT, unified communications. Your Company has taken major initiatives
and upped its leadership in Low-Code Application Platforms and Analytics Space. Your company developed solutions in Digital
Process Automation leveraging intelligent process automation tools and technologies. It has also deepened in partnership
with Microsoft for the Azure Implementations, Power Platform, Business Applications and with Amazon AWS as consulting
partner. Your Company has also entered in Health & Life Sciences, Manufacturing/Automotive space, which helps increase
the knowledge base within your Company, and enhances the ability of your Company to undertake larger and more complex
projects which are of higher value. Your Company started to invest in emerging technologies like Metaverse, Web3.0,
Low Code Platforms, OT Security, Marketing Analytics and strengthening capabilities in Deep Neural Networks (Computer
Vision), Blockchain, Drones, Edge computing etc. Your Company also undertakes continuous quality improvement programs,
training programs, deployment and use of tools and technologies for monitoring projects, etc., to help increase efficiencies
and productivity.
Research and Development

(i) Specific Areas of Research and Development
During the year under review, your Company continued building technology in IoT, Mobility, Big Data & Analytics, Security
and Cloud Technologies that will have a major impact on the global technology landscape with the objective of increasing
the sales volumes and improving delivery capability. Your Company continued developing capabilities and creating
solutions in newer technologies like Metaverse, Web3.0, Low Code Platform, Digital Process Automation, AI, Blockchain,
Robotics & Drones leveraging Computer Vision, Edge computing etc. Your Company has created additional solutions
like Cognitive QA to help customers with efficient testing. Your Company has developed IP & Solutions and new services
through R&D investment and has built and added new capabilities in the existing solutions - Compliance Vigil, Ellipse –
Infrastructure Management, Digital Content Monetization, Pro-RiTE Test Automation solution, UniVu-University Insights
Solution and Thing Center – Consumer IoT platform, Connected Product solution, Power Platform CoE, Conversational
chatbot, accelerators around PIMCore etc.
(ii) Benefits derived as a result of the above R&D

Your Company has gained considerable mind share in the industry by venturing into IP led state of the art solutions
as mentioned above. These concerted efforts also helped your Company in acquiring new customers in the focus
geographies and increased the share of IP-led revenues for the Company.
(iii) Future Plan of action

Your Company is continuing to leverage its efforts on digital technologies including increased efforts on IoT, Data
Engineering and Analytics, Digital process automation, Security and Customer Experience. Your Company continues to
develop solutions in new disruptive technologies of Metaverse, Web3.0, Marketing Analytics, OT Security and reusable
components on Low Code Platform.
(iv) Expenditure on R&D

R&D is carried on by the Company as a part of the ongoing software development activity and expenditure thereof is
considered as part of operating expenditure. Total expenses on R&D during FY 2021-22 was `1,383 Lacs as against
` 1,450.20 Lacs during FY 2020-21.
133
C. Foreign Exchange Earnings and Outgo:

i. Activities relating to exports, initiatives taken to increase exports, development of new export market for
services and export plans
During the year under review, your Company has taken various initiatives to expand its presence into new geographies
by engaging consultants and business partners and been successful in building visibility about our services and offering
to key clients. Your Company is also continuing to invest in online media and social networking to build its brand visibility.
ii. Foreign exchange used and earned
March 31, 2022 March 31, 2021

Foreign exchange earnings 86,666 66,758
Foreign exchange outgo 21,485 16,627

DIN: 01856347 DIN: 00145962
Bengaluru
Dated: May 30, 2022
134
Annexure VI to Board’s Report
Particulars of employees pursuant to Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel), 2014 and forming part of the Board’s Report for the financial year ended March 31, 2022.
Name Designation in Qualification Remuneration Percentage Experience Age Date of Last

the Company for Fiscal of equity (Years) Joining Employment
2022 (in `) shares on
fully diluted
basis
Ashok Soota Executive Electrical 11,475,753 53.12% 55 79 April 1, Mindtree
Chairman & Engineer & (including 2011 (re- Limited
Director Master in shares held appointed
Business thru LLP) from August
Management 1, 2019)
Aurobinda President – Post Graduate 11,379,188 0.58% 29 53 Aug 1, 2011 Mindtree
Nanda PES in Computer Limited
Applications
Venkatraman Managing Chartered 0.44% 27 51 April 23, Sonata
Narayanan Director & Accountant & 12,515,933 2015 Software
CFO Law graduate Limited
Note:
1. All the employees included in the table above are permanent employees of the Company and their appointments are
non-contractual.
2. None of the above employees are relative of any Directors.

DIN: 01856347 DIN: 00145962
Bengaluru
Dated: May 30, 2022
135
Annexure VII to Board’s Report
CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE
Corporate Identity No : L72900KA2011PLC057931

Nominal Capital : `58,90,00,000/-
To
The Members of Happiest Minds Technologies Limited,
We have examined all the relevant records of Happiest Minds Technologies Limited for the purpose of certifying compliance of
the conditions of the Corporate Governance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
for the financial year ended March 31, 2022. We have obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of certification.
The compliance of conditions of corporate governance is the responsibility of the Management. Our examination was limited
to the procedure and implementation process adopted by the Company for ensuring the compliance of the conditions of the
corporate governance.
This certificate neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
In our opinion and to the best of our information and according to the explanations and information furnished to us, we certify
that the Company has complied with all the mandatory conditions of Corporate Governance as stipulated in the said Regulations.
As regards Discretionary Requirements specified in Part E of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Company has complied with items C and E.
For V. Sreedharan & Associates

Company Secretaries
Devika Sathyanarayana
Partner
Place: Bengaluru F.C.S. 11323; C.P.No. 17024
Date: May 05, 2022 UDIN:F011323D000271121
136
Annexure VIII to Board’s Report
Form No. MR-3
SECRETARIAL AUDIT REPORT

[Pursuant to Sub Section (1) of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
For the Financial Year Ended March 31, 2022
To,
The Members,
Happiest Minds Technologies Limited,
# 53/1-4, Hosur Main Road, Madivala,
(Next to Madivala Police Station),
Bengaluru – 560068
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by Happiest Minds Technologies Limited (the Company). Secretarial Audit was conducted in a manner that provided us
a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained
by the Company and also the information provided by the Company, its officers, agents and authorized representatives during
the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the
financial year ended on March 31, 2022 (the audit period) complied with the statutory provisions listed hereunder and also that
the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the
reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed, and other records maintained by the Company for the
financial year ended on March 31, 2022 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct
Investment and Overseas Direct Investment. There was no External Commercial Borrowing by the Company during the
period under review;
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): -
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
d. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
e.
The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021
(Not Applicable to the Company during the Audit Period);
f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable to the
Company during the Audit Period);
h. The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; (Not Applicable to the Company
during the Audit Period) and
i. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
137
vi. Other laws applicable specifically to the Company namely:

a. Information Technology Act, 2000 and the rules made thereunder
b. Software Technology Parks of India rules and regulations
We have also examined compliance with the applicable clauses of the following:
i. Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and
General Meetings.
ii. Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited.
We have not examined compliance by the Company with applicable financial laws, like direct and indirect tax laws, since the same
have been subject to review by statutory financial audit and other designated professionals.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, etc.
mentioned above.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and
Independent Directors. There was no change in the composition of the Board of Directors during the period under review.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least
seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting.
As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no
dissenting views have been recorded.
We further report that Based on the review of systems and processes adopted by the Company and the Statutory Compliance
self-certification by the Managing Director of the Company which was taken on record by the Board of Directors, there are adequate
systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines as per the list of such laws as mentioned above in Point No. vi of
para 3 of this report.
We further report that during the year under review, there were no events/actions having a major bearing on the Company’s affairs
in pursuance of the above referred laws, rules, etc.,

Company Secretaries
Partner
F.C.S. 11323; C.P.No. 17024
Place: Bengaluru UDIN:F011323D000270912
Date: May 05, 2022 Peer Review Certificate No.: 589/2019
This report (i.e., Form No. MR-3) is to be read with our letter of even date which is annexed as Annexure and forms an integral part
of this report.
138
‘Annexure’
To,
The Members,
Happiest Minds Technologies Limited,
# 53/1-4, Hosur Main Road, Madivala,
(Next to Madivala Police Station),
Bengaluru – 560068
Our report of even date is to be read along with this letter:
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an
opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in
secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the Company.
7. Due to Covid-19 pandemic situation, we have conducted online verification and examination of records, as facilitated by the
Company for the purpose of issuing Secretarial Audit Report (Form No. MR-3).

Company Secretaries
Partner
F.C.S. 11323; C.P.No. 17024
Place: Bengaluru UDIN:F011323D000270912
Date: May 05, 2022 Peer Review Certificate No.: 589/2019
139
Management Discussion and Analysis of

Overview
Positioned as a “Born Digital . Born Agile” Company, we deliver services around next-generation technologies which help our
customers deliver a seamless digital experience to their own customers and clients. Our service offerings can be categorized
as being in the areas of Analytics, Artificial Intelligence, Automation, Cloud, Digital Infrastructure Management, Internet of Things,
Security, Software product engineering etc. Our capabilities in the above and adjacent areas help us cover the entire spectrum of
technology services referred to as "Digital Services". During this past year, almost 97% of revenues that we generated were from
delivering the above digital services and almost 93% of them were by adopting the agile methodology of software development.
Our mission of having "Happiest Customers" has made sure that we inculcate practices that are robust, customer-centric and aims
to fulfil their tactical and strategic business needs through futuristic and transformative digital solutions.
To retain our edge in our technology capabilities, we are committed to remaining at the forefront of emerging technology trends,
including areas such as Blockchain, AR/VR, Drones & Robotics, etc.
As of March 31, 2022, we had 206 its active customers and our volume of repeat business (revenue during the year from existing
customers) has steadily grown and contributed a significant portion of our revenue from contracts with customers over the years
indicating a high degree of customer stickiness.
Over the years and currently during the ongoing outbreak of Novel Coronavirus, we have successfully implemented our business
continuity plans including to achieve efficient work-from home practices to ensure seamless delivery of services to our customers.
Our mission is “Happiest People . Happiest Customers” and we seek to enable our customers’ happiness through our people’s
happiness. Our culture rests on the foundation of our SMILES Values (Sharing, Mindful, Integrity, Learning, Excellence, Social
Responsibility). We believe that the recognitions and awards received by our Company are on outcome of our mindful approach.
In the Great Place to Work® 2021 survey, we were ranked among Asia’s Top 100 Best Workplaces, India’s Top 25 best Companies
to work, Top 50 best Companies to work for Women, India’s Top 15 best Workplaces in Health and Wellness and India’s Top 25
best workplaces in IT & IT- BPM 2021. We have also received the Great Place to Work® Certification. As of March 31, 2022, we had
a Glassdoor rating of 4.4 on a scale of ‘1- 5’, 2nd amongst Indian IT services companies.
During the year, the Company won many prestigious awards a few of them being:
• The “Golden Peacock Business Excellence Award” instituted by the Institute of Directors for best management practices for
accelerating organizational improvement.
• The “Most Outstanding Company in India under Small / Mid-Caps” and “Most Outstanding IPO in India” by Asiamoney which
was done through a poll from amongst the financial community to identify Asia’s Outstanding Companies of 2021
• Platinum and Gold awards for the Company’s Annual Report of 2021 instituted by the League of American Communication
Professionals. The award aims to facilitate discussion on best-in-class practices observed in the communications domain
and recognizing those who demonstrate exemplary communications capabilities. Happiest Minds' Annual reports won top
scores across the evaluation parameters of overall narrative, visual design, creativity, message clarity and perceived relevance;
scoring 99 out of 100. The company's win is among an elite group of the who's who of global Fortune companies.
Our business is divided into three Business Units (BUs):

• Digital Business Services (DBS): Our DBS offerings are aimed at (i) driving digital modernization and transformation for our
customers through digital application development and application modernization for an improved customer experience,
enhanced productivity and better business outcomes; (ii) implementation of solutions, development and implementation of
solution, capabilities for improving data quality of the customer’s platform, assistance in designing and testing of operations
and management of platform and modernization of digital practices; and (iii) consulting and domain led offerings such as digital
roadmap, mindful design thinking, and migration of on-premise applications to cloud.
• Product Engineering Services (PES): Our PES BU aims to help our customers capitalize on the transformative potential of
‘digital’ by building products and platforms that are smart, secure and connected. We provide our customers a blend of
hardware and embedded software knowledge which combines with our software platform engineering skills to help create
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high quality, scalable and secure solutions. Our offerings extend across the development lifecycle from strategy to final roll out
while ensuring quality. We get our clients started on this journey with our digital foundry that allows us to build rapid prototypes
for our customers and provide a scalable Minimum Viable Product (MVP). We embrace a cloud and a mobile friendly approach
along with an agile model that is supported by test automation to help our clients accelerate their time to market and build a
competitive advantage.
• Infrastructure Management & Security Services (IMSS): Our IMSS offerings provide an end-to-end monitoring and management
capability with secure ring fencing of our customers' IT applications and infrastructure. We provide continuous support and
managed security services for mid-sized enterprises and technology companies. We specialize in automation of IT operations
using the DevSecOps model. We also run Network & Security Operations centers to manage our client’s infrastructure
and data centers. We make sure that our customers infrastructure is safe, secure, efficient, and productive. Our security
offerings include cyber and infrastructure security, governance, risk & compliance, data privacy & security, Identity and Access
Management, threat and venerability management.
Our business units are supported by the following Centers of Excellence (CoEs):
• Internet of Things (IoT): Our IoT offering includes consulting led digital strategy creation, device/edge/platform engineering,
end-to-end system integration on industry standard IoT platforms, IoT security, and IoT enabled managed services,
implementing IoT roadmap, deriving insights from connecting assets, connecting manufacturing, supply chain, products and
services to deliver IoT led business transformation and new business models aimed at enhancing our customers’ operations
and customer experience. In Fiscal 2022, revenues from IoT offerings were 8.6%.
• Analytics / Artificial Intelligence (AI): Our analytics/AI offering includes implementation of advanced analytics using artificial
intelligence, machine learning and statistical models, engineering big data platforms to deal with large volume of data, creating
actionable insights with data warehousing, modernization of data infrastructure and process automation through AI. In Fiscal
2022 revenues from analytics/AI were 12.1%.
• Digital Process Automation (DPA): Our DPA offering includes consulting led digital transformation through process automation
of core business applications, products and infrastructure landscape of our customers, leveraging various intelligent process
automation tools and technologies including Robotic Process Automation (RPA), intelligent Business Process Management
(iBPMS) and cognitive automation using AI & machine learning based models. In Fiscals 2021 and Fiscals 2022 revenues from
DPA were 25.2% and 25.4%, respectively.
In Fiscals 2021 and 2022, our total income was ` 79,765 lacs and ` 1,13,075 lacs, respectively, our EBITDA was ` 21,525 lacs
and ` 29,477 lacs, respectively and our profit for the Fiscal 2021 and 2022 was ` 16,246 lacs and ` 18,120 lacs, respectively.
This represents a CAGR for total income of 41.4% and a CAGR for EBITDA of 36.6% between Fiscal 2021 and Fiscal 2022.
Significant Factors Affecting our Results of Operations

The following is a discussion of certain factors that had, and will continue to have, a significant effect on our financial condition and
results of operations:
Expansion of Customer Base and new Sales to Existing Customers

Customer relationships are the core of our business. We had an average count of active customers 173 and 206 as of March 31,
2021 and 2022, respectively. Our ability to grow our customer base and drive market adoption of our software is affected by the pace
at which organizations digitally transform. We expect that our revenue growth will be primarily driven by the pace of adoption of our
offerings. We believe the degree to which prospective customers recognize the need for our offerings to maximize their business
process, would lead to a higher budget allocation by such prospective customers for engaging our services. This will drive our
ability to acquire new customers and increase sales to existing customers, which in turn, will affect our future financial performance.
We believe that we have benefited from growth in the global software development services industry. Growth in the industry is driven
by the needs of major corporations to maintain and upgrade the technology and services required to operate in a cost-efficient
manner. Software companies are also increasingly outsourcing work to IT services providers in order to streamline and reduce the
cost of the software development process. The Indian software development services market is growing rapidly due to its large pool
of skilled IT professionals, robust infrastructure and strong government support and incentives.
We believe we have a substantial opportunity to grow our customer base. We have invested, and intend to continue to invest, in order
to drive sales to new customers. We have made, and plan to continue to make, investments to enhance the expertise of our sales
and marketing organization within our business verticals of focus namely Edutech, HiTech, BFSI, Industrial/Manufacturing, and Retail.
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We go deeper into our customers through our cross-selling and upselling of services. Our wide spectrum of service offerings,
philosophy of account growth through a ‘land and expand strategy’ makes this possible. Our ability to increase sales to existing
customers depend on a number of factors, including the size of our sales force. professional services teams, customers’ satisfaction
with our services, economic conditions and our customers spend budgets. We believe that our ability to establish and strengthen
customer relationships and expand the scope of our services remain an important factor growth and ability to generate profits.
Our Ability to Develop new Products and Enhance Existing

Products in accordance with evolving customer needs
The requirements of our customers vary across a range of industries, geographies and service or technical requirements. To service
and grow our relationships with our existing customers and to win new customers, we must be able to provide them with products
that address their requirements, to anticipate and understand trends in their relevant markets and to continually address their
requirements as those requirements change and evolve. In this regard, we believe that our strong culture of innovation, our
workforce, our research and testing facilities have enabled us to expand the range of our offerings to customers and improve the
delivery of our software platform and services.
If we can anticipate and respond to our customers’ requirements on a timely and cost-efficient manner, we could expect to receive
repeat business from existing customers. Further, leveraging on our present portfolio of customers and gathering expertise in the
verticals they operate in, we aim to acquire new customers. This ability to acquire, retain and deploy knowledge basis existing
customer relationships is critical to our business growth and expansion. Any weakness in this process can adversely affect our
business and consequently the financial statement.
Our continued growth in the United States market

The US market has historically been our largest market. In Fiscals 2021 and 2022, our external customers located in the United
States contributed 73.4% and 66.4% of our revenue from operations, respectively.
Though we have managed to reduce the dependence in the Fiscal 2022, the United States continues to be the geo which has shown
the most robust demand for digital services and will continue to be the geography of focus for us. Our continued business growth
and financial performance will depend on our ability to continue to grow our customer base in the United States. Concentration of
our revenues from operations from this geography heightens our exposure to any adverse developments which amongst others
may be economic, political, regulatory and/or other changes. Any such adverse development could have a material adverse effect
on our business, financial condition and results of operations.
Pricing of and Margin on our Services and Revenue Mix

For time-and-materials contracts, the hourly rates we charge for our IT professionals are a key factor impacting our gross margins
and profitability. Hourly rates vary by complexity of the project and the mix of staffing deployed on the project. Margins on our
services are impacted by the increase in our costs in providing those services, which is influenced by wage inflation and other
factors. As a client relationship matures and deepens, we seek to maximize our revenues and profitability by expanding the scope
of services offered to that client and winning higher margin assignments. The ability to price our offerings competitively while
balancing the cost elements so as to maximize profit margins while delivering tangible value to our customers is critical to the
continued success of the Company.
Continued Relationships with alliance partners

Over the years, we have developed strong relationships with several independent software companies which are ‘Alliances”. We
intend to deepen these relationships by building deep capabilities on products and solutions of these partners. Our ability to
continue offer services around such products is dependent on our continued relationships with such partners. We believe that our
long-standing relationship with such companies has led to knowledge transfer thereby enabling us to improve and develop our
in-house service capabilities around these products. Good relationships with our alliance partners are key as they not only refer
customers to us, they also help us build capabilities and stay abreast of advancements made by them on their products. Thus any
disruption in these business and alliance relationships can have an adverse effect on our business.
Recruitment, Retention and Management of IT Professionals

Our ability to recruit, train, retain and deploy our workforce of IT professionals influences our profit margins and results of our
operations. We ended March 31, 2022 with a headcount of 3,823 IT professionals. This number was 2,948 as at March 31, 2021.
Attrition of IT Professionals showed an increasing trend during the year. Business growth requires us to ramp our head count at the
same time. Balancing these factors of recruitment and attritions requires quite a bit of fine balancing and planning. If we recruit too
many, utilization will drop leading to margin erosion and if we recruit too late, we lose revenues. Attrition and its costs to business
142
are very clear. Thus, our success largely depends on our ability to attract, train and retain our Happiest Minds, in particular our highly
skilled engineering and IT professionals.
Our employee costs consist of salaries, wages and bonus, contribution to provident fund and other funds, employee stock
compensation expense, compensated absences, gratuity and staff welfare. Salaries and wages in India, including in the services
industry, have historically been lower those in the United States, Europe and other developed economies. However, if these costs
in India continue to increase at a rate faster than in the United States, Europe and other developed economies due to competitive
pressures, we may experience a greater increase in our employee costs, thereby eroding one of our principal cost advantages over
competitors in the United States, Europe and other developed economies. In addition, our ability to manage our employee costs
will also be heavily impacted by our international and domestic resource mix. For example, any increases in visa fees or healthcare
insurance costs for employees located in developed countries such as USA and Canada, would increase our employee costs.
Training is an imperative and a key cost element. Ability to train our people on the right technology, invest in them ahead of time is
very important element to manage their deployment into projects and also motivate them to stay engaged.
All the above aspects of people and its correct management is critical to the continues success of the Company.
Significant Accounting Policies

Revenue Recognition
The Group derives revenue primarily from rendering engineering services and sale of licenses. Revenue is recognized upon transfer
of control of promised products or services to customers in an amount that reflects the consideration the Group expects to receive
in exchange for those products or services. The Group is a principal in rendering engineering services and agent in relation to
sale of licenses. Amounts disclosed as revenue are net of trade allowances, rebates and GST (Goods and Services Tax), amounts
collected on behalf of third parties and includes reimbursement of out-of-pocket expenses, with corresponding expenses included
in cost of revenues.
Revenue from the rendering of services and sale of license is recognized when the Group satisfies its performance obligations to
its customers as below:
Rendering of engineering services

Revenues from engineering services comprise primarily income from time-and-material and fixed price contracts. Revenue with
respect to time and-material contracts is recognized over the period of time as the related services are performed. Revenue with
respect to fixed price contracts where performance obligation is transferred over time and where there is no uncertainty as to
measurability or collection of consideration is recognized in accordance with the proportionate performance method. The input
(efforts expended) method has been used to measure progress towards completion, as there is a direct relationship between input
and productivity. Provisions for estimated losses on contracts-in-progress are recorded in the period in which such losses become
probable based on the current contract estimates. In determining the transaction price for rendering of engineering services, the
Group considers the effect of variable consideration, existence of a significant financing component, non-cash consideration, and
consideration payable to the customers if any. Revenue is recognized net of trade and cash discounts.
Trade receivables
A receivable is recognized if an amount of consideration that is unconditional (i.e., only the passage of time is required before
payment of the consideration is due). Refer to accounting policies of financial assets.
Variable consideration
If the consideration in a contract includes a variable amount, the Group estimates the amount of consideration to which it will be
entitled in exchange for transferring the goods to the customer. The variable consideration is estimated at contract inception and
constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognized will not
occur when the associated uncertainty with the variable consideration is subsequently resolved.
Sale of licenses
The Group is a reseller for sale of right to use licenses and acting as agent in the arrangement. The revenue for sale of right to use
license is recognized at point in time when control on use of license is transferred to the customer.
Contract balances
Contract assets: The Group classifies its right to consideration in exchange for deliverables as either a receivable or as unbilled
revenue. A receivable is a right to consideration that is unconditional upon passage of time. Revenues in excess of billings is
recorded as unbilled revenue and is classified as a financial asset where the right to consideration is unconditional upon passage of
143
time. Unbilled revenue which is conditional is classified as other current asset. Trade receivables and unbilled revenue is presented
net of impairment.
Contract liabilities: A contract liability (which we referred to as Unearned Revenue) is the obligation to transfer goods or services
to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. If a
customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognized when
the payment is received.
Interest income
Interest income is recognized when it is probable that the economic benefits will flow to the Group and the amount of income can be
measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest
rate applicable, which is the rate that discounts estimated future cash receipts through the expected life of the financial asset to
that asset’s net carrying amount on initial recognition. Interest income is included under the head ‘other income’ in the statement
of profit and loss.
For all financial instruments measured at amortized cost, interest income is recorded using the effective interest rate, which is the
rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a
shorter period, where appropriate, to the net carrying amount of the financial asset. Interest income is included in other income in
the statement of profit and loss.
Dividend income
Dividend income on investments is accounted when the right to receive the dividend is established, which is generally when
shareholders approve the dividend. Dividend income is included under the head “Other income” in the statement of profit
and loss account.
Business Combination
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of
the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in
the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at
fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred
and included in other expenses.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their acquisition date fair
values. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they are measured
at their acquisition fair values irrespective of the fact that outflow of resources embodying economic benefits is not probable.
However, the following assets and liabilities acquired in a business combination are measured at the basis indicated below:
• Deferred tax assets or liabilities, and the assets or liabilities related to employee benefit arrangements are recognized and
measured in accordance with Ind AS 12 Income Tax and Ind AS 19 Employee Benefits respectively.
• Liabilities or equity instruments related to share based payment arrangements of the acquiree or share – based payments
arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in
accordance with Ind AS 102 Share-based Payments at the acquisition date.
• Assets (or disposal Groups) that are classified as held for sale in accordance with Ind AS 105 Non-current Assets Held for Sale
and Discontinued Operations are measured in accordance with that standard.
• Reacquired rights are measured at a value determined on the basis of the remaining contractual term of the related contract.
Such valuation does not consider potential renewal of the reacquired right.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and
designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.
This includes the separation of embedded derivatives in host contracts by the acquiree.
Any contingent consideration to be transferred by the acquirer is recognized at fair value at the acquisition date.
Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of Ind AS 109 Financial
Instruments, is measured at fair value with changes in fair value recognized in statement of profit and loss in accordance with Ind
AS 109. If the contingent consideration is not within the scope of Ind AS 109, it is measured in accordance with the appropriate Ind
AS and shall be recognized in profit or loss. Contingent consideration that is classified as equity is not re-measured at subsequent
reporting dates and subsequent its settlement is accounted for within equity.
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Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and any previous interest
held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the
aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of
the liabilities assumed and reviews the procedures used to measure the amounts to be recognized at the acquisition date. If the
reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the
gain is recognized in OCI and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain purchase,
the entity recognizes the gain directly in equity as capital reserve, without routing the same through OCI.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment
testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating
units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are
assigned to those units.
Property, Plant and Equipment

Capital work in progress is stated at cost, net of accumulated impairment loss if any.
Property, plant and equipment are stated at historical cost less accumulated depreciation, and accumulated impairment loss, if any.
Historical cost comprises of the purchase price including duties and non-refundable taxes, borrowing cost if capitalization criteria’s
are met, directly attributable expenses incurred to bring the asset to the location and condition necessary for it to be capable of
being operated in the manner intended by management and initial estimate of decommissioning, restoring and similar liabilities.
Subsequent costs related to an item of property, plant and equipment are recognized as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be
measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced.
All other repairs and maintenance are recognized in statement of profit and loss during the reporting period when they are incurred.
An item of property, plant and equipment is derecognized on disposal or when no future economic benefits are expected from its
use or disposal. The gains or losses arising from derecognition are measured as the difference between the net disposal proceeds
and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.
Property, plant and equipment individually costing ` 5,000 or less are depreciated at 100% in the year in which such assets
are ready to use.
Depreciation is calculated using the straight-line method over their estimated useful lives as follows:
The estimates of useful lives of tangible assets are as follows:
Class of asset Useful life as per Schedule II Useful life as per group
Furniture and fixtures 10 years 5 years
Office equipment 5 years 4 years
Computer systems 6 years for server 2.5-3 years
3 years for other than server
Leasehold improvements are amortized over the period of the lease or life of the asset whichever is less.
The useful lives have been determined based on technical evaluation done by the management’s expert which in certain instances
are different from those specified by Schedule II to the Companies Act, 2013, in order to reflect the actual usage of the assets.
The assets residual values and useful life are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s
carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated
recoverable amount.
Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business
combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any
accumulated amortization and accumulated impairment losses.
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An item of intangible asset is derecognized on disposal or when no future economic benefits are expected from its use or disposal.
The gains or losses arising from derecognition are measured as the difference between the net disposal proceeds and the carrying
amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.
Goodwill
Goodwill on acquisitions of business is included in intangible assets. Goodwill is not amortized but it is tested for impairment
annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less
accumulated impairment losses. Gains and losses on the disposal of a business include the carrying amount of goodwill relating to
the business sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating
units or Group of cash-generating units that are expected to benefit from the business combination in which the goodwill arose.
The units or Group of units are identified at the lowest level at which goodwill is monitored for internal management purposes.
Other Intangible Assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business
combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any
accumulated amortization and accumulated impairment losses.
An item of intangible asset is derecognized on disposal or when no future economic benefits are expected from its use or disposal.
The gains or losses arising from derecognition are measured as the difference between the net disposal proceeds and the carrying
amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.
Amortization methods and periods

The Group amortises intangible assets with a finite useful life using the straight-line method over the following periods:
Asset Life in years

Computer software 2.5-3 years
Non compete fees 3 years
Customer relations 3-4 years
Trade mark 2-3 years
Exclusive license 2 years
The estimated useful life of the intangible assets and the amortization period are reviewed at the end of the each financial year and
the amortization period is revised to reflect the changed pattern, if any.
Research costs are expensed as incurred. Development expenditures on an individual project are recognized as an intangible asset
when the Group can demonstrate:
• The technical feasibility of completing the intangible asset so that the asset will be available for use or sale
• Its intention to complete and its ability and intention to use or sell the asset
• How the asset will generate future economic benefits
• The availability of resources to complete the asset
• The ability to measure reliably the expenditure during development
Subsequent costs related to Intangible assets are recognized as a separate asset, as appropriate, only when it is probable that
future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.
Impairment of Non-financial Assets

The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists,
or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s
recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal and its value in use.
The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely
independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable
amount, the asset is considered impaired and is written down to its recoverable amount.
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In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs
of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation
model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or
other available fair value indicators.
The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each
of the Group’s CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period
of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year.
To estimate cash flow projections beyond periods covered by the most recent budgets/forecasts, the Group extrapolates cash flow
projections in the budget using a steady or declining growth rate for subsequent years, unless an increasing rate can be justified.
In any case, this growth rate does not exceed the long-term average growth rate for the products, industries, or country or countries
in which the Group operates, or for the market in which the asset is used.
Impairment losses of continuing operations, including impairment on inventories, are recognized in the statement of profit and
loss, except for properties previously revalued with the revaluation surplus taken to OCI. For such properties, the impairment is
recognized in OCI up to the amount of any previous revaluation surplus.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that
previously recognized impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the
asset’s or CGU’s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the
assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is
limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would
have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is
recognized in the statement of profit and loss unless the asset is carried at a revalued amount, in which case, the reversal is treated
as a revaluation increase.
Goodwill is tested for impairment annually and when circumstances indicate that the carrying value may be impaired. Impairment is
determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which the goodwill relates.
When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognized. Impairment losses
relating to goodwill cannot be reversed in future periods.
Borrowing Cost
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial
period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are
expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection
with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the
borrowing costs.
Leases
The Group has lease contracts for various items of computers, vehicles and buildings used in its operations. Lease terms generally
ranges between 3 and 10 years.
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to
control the use of an identified asset for a period of time in exchange for consideration.
Group as Lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of
low-value assets. The Group recognizes lease liabilities to make lease payments and right-of-use assets representing the right to
use the underlying assets.
Right-of-use Assets
The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available
for use). Right- of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any
remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs
incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets
are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.
147
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase
option, depreciation is calculated using the estimated useful life of the asset.
The right-of-use assets are also subject to impairment. Refer to the accounting policies in section 2 (e) for policy on impairment of
non- financial assets.
Lease Liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to
be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease
incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual
value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised
by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to
terminate. Variable lease payments that do not depend on an index or a rate are recognized as expenses (unless they are incurred
to produce inventories) in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement
date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of
lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying
amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g.,
changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the
assessment of an option to purchase the underlying asset.
Short-term Leases and Leases of low-value Assets

The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those
leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also
applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value.
Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over
the lease term.
Lease and Non-lease Component

As per Ind AS 116, “As a practical expedient, a lessee may elect, by class of underlying asset, not to separate non-lease components
from lease components, and instead account for each lease component and any associated non-lease components as a single
lease component.
The Group have not opted for this practical expedient and have accounted for Lease component only.
Extension and Termination option

The Group has several lease contracts that include extension and termination options. These options are negotiated by management
to provide flexibility in managing the leased-asset portfolio and align with the Group’s business needs. Management exercises
significant judgement in determining whether these extension and termination options are reasonably certain to be exercised.
Management have not considered any future cash outflow for which they are potentially exposed arising due to extension and
termination options.
Provisions and Contingent Liabilities

Provisions
Provisions are recognized when there is a present obligation (legal or constructive) as a result of a past event, it is probable that an
outflow of resources embodying economic benefits will be required to settle the obligation, in respect of which a reliable estimate
can be made of the amount of the obligation.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is
recognized as a finance cost.
Provision for warranty

As per the terms of the contracts, the Group provides post-contract services / warranty support to some of its customers. The Group
accounts for the post-contract support / provision for warranty on the basis of the information available with the management duly
taking into account the current and past technical estimates. The estimate of such warranty-related costs is revised annually.
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Contingent Liabilities
A contingent liability is a possible obligation that arises from past events and whose existence will be confirmed only by the
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present
obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation.
A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be
measured reliably. The Group does not recognize a contingent liability but discloses it in the Restated Consolidated Summary
Statements, unless the possibility of an outflow of resources embodying economic benefits is remote.
Principal Components of our Statement of Profit and Loss

Income
Our total income comprises of revenue from contract with customers and other income.
Revenue from contract with customers: Our revenue from contract with customers comprises of revenue from (i) sale of services
and (ii) sale of licenses.
The following table sets forth a breakdown of our revenue from contract with our customers for the periods indicated:
(in ` lacs)
March 31, 2022 March 31, 2021
Sale of services 1,09,314 77,306
Sale of licenses 51 35
Revenue from contracts with customers 1,09,365 77,341
Our revenue from contract with our customers are generated from three business units, namely Infrastructure Management &
Security Services, Digital Business Services and Product Engineering Services
Infrastructure Management and Security Services (IMSS) business unit delivers integrated end-to-end infrastructure and security
solutions with specialization in cloud, virtualization and mobility across a multitude of industry verticals and geographies. This group
provides advisory, transformation, managed and hosted services, and secure intelligence solutions to our customers. This group
has unique productized solution platforms for smart infrastructure and security solutions provides quick to deploy, mature service
delivery over Global SOC/NOC. This improves efficiency and serviceability, reduces cost and drives innovation.
Digital Business Services (DBS) business unit delivers high value, cost-effective enterprise applications and customized solutions that
enable organizations to be smarter and accelerate business transformations. This group provides advisory, design and architecture,
custom-app development, package implementation, testing and on-going support services to IT initiatives. The business drivers
for these applications are increasing market share, enhancing customer engagement, improving agility and efficiency of internal
operations, reducing cost, driving differentiation and standardizing business processes.
Product Engineering Services (PES) business unit assists software product companies in building robust products and services
that integrate mobile, cloud and social technologies. This group helps our customers understand the impact of new technologies
and incorporate these technologies into their product roadmap. This group focuses on technology depth, innovation and solution
accelerators which allow us to deliver time-to-market, growth and cost benefits to our customers
The following table sets forth our revenue from contracts with customers on the basis of business unit for the period indicated.
(in ` lacs)
Business Unit March 31, 2022 March 31, 2021
Infrastructure Management & Security Services 24,168 16,421
Digital Business Services 32,887 21,288
Product Engineering Services 52,310 39,632
Total revenue from contract with customers 1,09,365 77,341
Other income
Our other income primarily consists of (i) interest income on deposit with banks, financial instrument measured at amortized cost
and others, (ii) fair value gain on investment measured at FVTPL, (iii) gain on sale of investments measured at FVTPL and (iv)
exchange gain (v) Rent concession (vi) Insurance claim.
Expenses
Our expenses comprise of (i) employee benefits expense, (ii) depreciation and amortization, (iii) finance cost and (iv) other expenses.
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Employee benefits expense

Our employee benefits expense comprises of (i) salaries, wages and bonus, (ii) contribution to provident fund, (iii) employee stock
compensation expense, (iv) gratuity expense, (v) compensated absences and (vi) staff welfare expenses.
The following table sets forth a breakdown of our employee benefits expense for the periods indicated:
(in ` lacs)
March 31, 2022 March 31, 2021
Salaries, wages and bonus 57,598 41,522
Contribution to provident fund 2,839 2,087
Employee stock compensation expense 300 297
Gratuity expense 518 409
Compensated absences 607 689
Staff welfare expenses 138 234
Total employee benefits expense 62,000 45,238
Depreciation and amortization

Our tangible and intangible assets are depreciated and amortized over periods corresponding to their estimated useful lives.
Please see “Significant Accounting Policies” above. Our depreciation and amortization expense comprises of (i) depreciation of
property, plant and equipment, (ii) amortization of intangible assets and (iii) depreciation of right-of-use assets.
Finance cost
Our finance cost comprises of (i) interest expense on borrowings and lease liability and (ii) other borrowing costs
Other expenses
Our other expenses primarily comprise of (i) subcontractor charges, (ii) software license cost, (iii) Impairment loss allowance on trade
receivables, (iv) travelling and conveyance and (v) Recruitment charges
The following table sets forth a breakdown of our other expenses for the periods indicated:
(in ` lacs)
March 31, 2022 March 31, 2021
Power and fuel 204 184
Subcontractor charges 14,056 7,455
Repairs and maintenance
- Buildings 107 101
- Equipment 24 27
- Others 246 209
Rent expenses 284 166
Advertising and business promotion expenses 282 101
Commission 99 174
Communication costs 278 257
Insurance 48 46
Legal and professional fees 540 273
Software license cost 2,429 1,788
Rates and taxes 96 69
Recruitment charges 916 360
Impairment loss allowance on trade receivables 101 980
Impairment loss allowance on unbilled revenue 88 41
Sitting fees to non-executive directors 54 56
Commission to non-executive directors 26 24
Corporate social responsibility ('CSR') expenditure 215 75
Travelling and conveyance 893 427
Postage and Courier 94 25
Training Expense 248 120
Miscellaneous expenses 270 54
21,598 13,002
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Income tax expense

Our income tax expense comprises of current tax, adjustment of tax relating to earlier periods and deferred tax credit.
Exceptional items
Our exceptional items comprise of Fair valuation loss on contingent consideration. Contingent consideration was valued during
quarter one of fiscal 2022. As a result of which there was increase in liability and it was accounted as fair valuation loss in profit and
loss account and shown under exceptional items.
Results of Operations
The following table sets forth our consolidated statement of profit and loss for the periods indicated.
March 31, 2022 March 31, 2021

(` lacs) (%) (` lacs) (%)
Income
Revenue from contract with customers 1,09,365 97% 77,341 97%
Other income 3,710 3% 2,424 3%
Total income 1,13,075 100% 79,765 100%
Expenses
Employee benefits expense 62,000 55% 45,238 57%
Depreciation and amortization 3,288 3% 2,274 3%
Finance cost 995 1% 649 1%
Other expenses 21,598 19% 13,002 16%
Total expenses 87,881 78% 61,163 77%
Profit/(loss) before exceptional items and tax 25,194 22% 18,602 23%
Exceptional items – Fair valuation loss on contingent 609 1% - -
consideration
Profit/(loss) before tax 24,585 22% 18,602 23%
Current tax 6,266 5% 3,527 4%
Adjustment of tax relating to earlier periods 44 0.5% -
Deferred tax change/(credit) 155 0.5% (1,171) (1)%
Profit/(loss) for the year 18,120 16% 16,246 20%
Other comprehensive income
Other comprehensive income to be reclassified to profit
or loss in subsequent period
Exchange differences on translating the financial 202 0.2% 22 0.03%
statements of a foreign operation
Net movement on effective portion of cash flow hedges (316) (0.3%) 1,236 2%
Income tax effect 80 0.1% (127) (0.16)%
Net other comprehensive income / (loss) to be reclassified (34) (0.1%) 1,131 1%
to profit or loss in subsequent periods
Other comprehensive income not to be reclassified to
profit or loss in subsequent period
Re-measurement gains/(losses) on defined benefit plans (97) (0.1%) (144) (0.18)%
Income tax effect 24 0.0% 36 0.05%
Net other comprehensive income / (loss) not to be (73) (0.1%) (108) (0.14)%
reclassified to profit or loss in subsequent periods
Other comprehensive income / (loss) for the (107) (0.1%) 1,023 1%
year, net of tax
Profit for the year 18,013 16% 17,269 22%
Attributable to:
Owners of the Company 18,120 16% 16,246 20%
Non-controlling interest - - -
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March 31, 2022 March 31, 2021

(` lacs) (%) (` lacs) (%)
Total comprehensive income / (loss) for the year
Attributable to:
Owners of the Company 18,013 16% 17,269 22%
Non-controlling interest - - - -
Earnings per equity share
Basic, computed on the basis of profit for the year 12.84 11.75
attributable to equity holders of the parent
Diluted, computed on the basis of profit for the year 12.55 11.45
attributable to equity holders of the parent
Fiscal 2022 Compared to Fiscal 2021

Income
Our total income increased by 41.8% to ` 1,13,075 lacs in Fiscal 2022 from ` 79,765 lacs in Fiscal 2021, due to increases in both
revenues from contracts with customers and other income.
Revenue from contracts with customers

Our revenue from contracts with customers increased by 41.4% to ` 1,09,365 lacs in Fiscal 2022 from ` 77,341 lacs in Fiscal 2021,
primarily due to an increase in the volume of projects executed by us on account of higher utilization of our increased workforce
and due to billing at higher rates.
Infrastructure Management & Security Services: Our revenue from Infrastructure Management & Security Services increased by
47.2% to ` 24,168 lacs in Fiscal 2022 from ` 16,421 lacs in Fiscal 2021, primarily due to an increase in the number of projects
executed by us.
Digital Business Services: Our revenue from Digital Business Services increased by 54.5% to ` 32,887 lacs in Fiscal 2022 from
` 21,288 lacs in Fiscal 2021. Our growth in Digital Business Services business unit was due to increase in the number of projects
and acquisition of PGS Inc.
Product Engineering Services: Our revenue from Product Engineering Services increased by 32.0% to ` 52,310 lacs in Fiscal 2022
from ` 39,631 lacs in Fiscal 2021, primarily due to an increase in the number of projects executed by us.
Other income
Our other income increased by 53.1% to ` 3,710 lacs in Fiscal 2022 from ` 2,424 lacs in Fiscal 2021, primarily due to increases
in (i) Exchange gain, (ii) gain on sale of investment measured at fair value through profit and loss (iii) Rent concession availed from
lessor and (iv) Insurance claim from settlement of legal case with ex-employee.
Expenses
Our total expenses increased by 43.7% to ` 87,881 lacs in Fiscal 2022 from ` 61,163 lacs in Fiscal 2021, primarily due increase in
employee benefit expenses, sub-contractors cost, software license cost and recruitment charges.
Employee benefits expense

Our employee benefits expense increased by 37.1% to ` 62,000 lacs in Fiscal 2022 from ` 45,238 lacs in Fiscal 2021, primarily
due to increase in overall headcount and pay hikes given to employees during the year.
Depreciation and amortization

Our depreciation and amortization increased by 44.6% to ` 3,288 lacs in Fiscal 2022 from ` 2,274 lacs in Fiscal 2021. Increase is
mainly on account of amortization of intangible assets arising out of acquisition of subsidiary Happiest Minds Inc (formerly PGS Inc).
Finance cost
Our finance cost increased by 53.3% to ` 995 lacs in Fiscal 2022 from ` 649 lacs in Fiscal 2021, primarily due to increase in interest
expense on lease liabilities.
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Other expenses
Our other expenses increased by 66.1% to ` 21,598 lacs in Fiscal 2022 from ` 13,002 lacs in Fiscal 2021, primarily due to increase
in (i) Sub-contractors cost (ii) software license cost (iii) recruitment charges (iv) travelling expenses.
Profit before exceptional items and tax

As a result of the foregoing, our profit before exceptional items and tax increased by 35.4% to ` 25,194 lacs in Fiscal 2022 from
` 18,602 lacs in Fiscal 2021.
Exceptional Item
The Group had acquired 100% voting interest in Happiest Minds Inc. (erstwhile PGS Inc.) vide definitive agreements signed on
January 27, 2021, for a total recorded consideration of US $ 13.31 Mn (` 9,720 Lacs), comprising cash consideration of US $
8.25 Mn (` 6,025 Lacs) and fair-valued contingent consideration in the form of warrants of US $ 5.06 Mn (` 3,696 Lacs) payable
over the next 3 years. The contingent consideration was classified as a financial liability within the scope of Ind AS 109 ‘Financial
Instruments’ and was measured at fair value. Ind AS 109 mandates that any subsequent changes in such fair value will have to be
recognized in the statement of profit and loss. The Group carried out a fair valuation during the year ended March 31,2022 and
there was increase in the liability basis increasing expectation of payout. The said increase amounting to ` 609 Lacs has been
recognised in the statement of profit and loss and disclosed as ‘Exceptional Item’.
Profit before tax

As a result of the foregoing, our profit before tax increased 32.2% to ` 24,585 lacs in Fiscal 2022 from ` 18,602 lacs in Fiscal 2021.
Tax expenses
Our total tax expense increased by 174.4% to ` 6,465 lacs in Fiscal 2022 from ` 2,356 lacs in Fiscal 2021 primarily due to increase
in taxable income.
Profit for the year

Due to the factors discussed above, our profit / (loss) for the year increased by 11.5% to ` 18,120 lacs in Fiscal 2022 from ` 16,246
lacs in Fiscal 2021.
Liquidity and Capital Resources

Our primary sources of liquidity have historically been cash generated from operations and short term borrowings from banks.
We expect that cash generated from operations and short term borrowings from banks will continue to be our primary sources of
liquidity. We believe that after taking into account cash generated from our business operations, we will have sufficient working
capital for both our present and anticipated future requirements for capital expenditures and other cash requirements for 12 months
following end of Fiscal 2022.
Cash flows
The following table sets out a condensed summary of our cash flows for the periods indicated.
(in ` lacs)
March 31, 2022 March 31, 2021
Net cash flows from operating activities 16,812 14,317
Net cash flows used in investing activities (9,608) (28,363)
Net cash flows from/(used) in financing activities (9,078) 16,984
Cash and cash equivalents at the beginning of the year 8,583 4,353
Cash and cash equivalents at the end of the year 6,729 8,583
Operating Activities
Fiscal 2022
Our net cash flows from operating activities was ` 16,812 lacs in Fiscal 2022. Our operating cash flow before working capital
changes was ` 27,656 lacs in Fiscal 2022, which was primarily adjusted by depreciation/amortisation of property, plant and
equipment, intangibles and right-of-use assets of ` 3,288 lacs, Fair value loss on contingent consideration of `609 lacs and finance
cost of ` 995 lacs, partially offset by Gain on sale of investment carried at fair value through profit and loss ` 1,377 lacs, interest
income of ` 636 lacs and rent concession of ` 323 lacs. Our movements in working capital primarily consisted of an decrease in
trade receivables of ` 4,526 lacs, increase in trade payables of ` 1,489 lacs, decrease in contract liabilities of ` 660 lacs and an
increase in non-financial liabilities of ` 496.
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Fiscal 2021
Our net cash flows from operating activities was ` 14,317 lacs. Our operating cash flow before working capital changes was
` 20,832 lacs, which was primarily adjusted by depreciation/amortisation of property, plant and equipment, intangibles and right-of-
use assets of ` 2,274 lacs, impairment of financial asset of ` 1,021 lacs and finance cost of ` 649 lacs, partially offset by gain on
investment carried at fair value through profit and loss of ` 671 lacs and interest income of ` 838 lacs. Our movements in working
capital primarily consisted of an increase in financial liabilities of ` 1,109 lacs, a increase in provisions of ` 516 lacs, decrease in
financial liabilities of ` 1,684 lacs, Increase in financial assets by ` 1,429 lacs and an decrease in trade payables of ` 644 lacs.
Investing Activities
Fiscal 2022
Net cash flows used in investing activities was ` 9,608 lacs. This was primarily due to Investment in equity shares of TECH4TH
Solutions Inc of `762 lacs, net investment in mutual fund of ` 5,507 and investment in fixed deposit of ` 3,020 lacs.
Fiscal 2021
Net cash flows used in investing activities was ` 28,363 lacs. This was primarily due to net investment in mutual funds of ` 29,956
lacs and investment in subsidiary Happiest Minds Inc., (formerly PGS Inc.,) of ` 6,025, partially offset by maturity of fixed deposit
of ` 6,931 lacs.
Financing Activities
Fiscal 2022
Net cash used for financing activities was ` 9,078 lacs. This was primarily due to payment of dividend of ` 6,830 lacs, payment
of lease liability amounting to ` 2,189 lacs, payment of contingent consideration of ` 1,861 lacs, which was partially offset by net
proceeds from borrowings of ` 1,959.
Fiscal 2021
Net cash flows from financing activities was ` 16,984 lacs. This was primarily due to proceeds from issue of equity share capital
(net of transaction costs) of ` 10,544 lacs, net proceeds from borrowings of ` 8,938 lacs (which included borrowings arrangement
entered for acquisition of subsidiary of ` 6,025), which was partially offset by payment of principal and interest portion of lease
liabilities of ` 1,989.
Borrowings
As of March 31, 2022, we had total outstanding borrowings (excluding current maturities of borrowings) of ` 16,995 lacs, which
consisted of non-current and current borrowings. Our non-current borrowings consisted foreign currency term loan from bank and is
secured by charge on moveable assets and lien on fixed deposits. Our current borrowings consisted of foreign currency loan (PCFC).
As of March 31, 2022, the average effective interest rates of our current borrowings and non-current borrowings were 1.45% and
3.20%, respectively.
The following table sets out borrowings as of March 31, 2022.

(in ` lacs)
March 31, 2022
Non-current
Secured
Foreign currency term loan from bank 3,793
Less: Current maturity of term loans (2,069)
Total non-current borrowings 1,724
Current
Secured
Loans repayable on demand from banks
Foreign currency loan (PCFC) 15,271
Total current borrowings 16,995
The loan agreements that we have entered into with the lender banks contain certain restrictive covenants that limit our ability
to undertake certain types of transactions. We are required to obtain an approval from the lender banks for, among other things,
altering our capital structure, dilution in shareholding of our Promoter of our Company, effecting any change in the composition of
the board of directors of our Company and its management and control and amending constitutional documents.
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Contractual Obligations and Commitments

The following table sets forth information regarding our contractual obligations and commitments as of March 31, 2022.
(in ` lacs)
Payment due by period
Total Less than Between one Later then
one year and five years five years
(in ` lacs)
Lease liabilities (carried at amortized cost) 7,033 2,264 4,769
Trade Payables (carried at amortized cost)
Total outstanding dues of micro enterprises and small enterprises 79 79 - -
Total outstanding dues of creditors other than micro enterprises 5,993 5,959 34 -
and small enterprises
Capital commitments towards purchase of capital assets 638 638 - -
Related Party Transactions

Related party transactions primarily relate to contribution made to post employee benefit plan, directors’ sitting fees and
managerial remunerations.
Off-balance Sheet Arrangements and Contingent Liabilities

As of March 31, 2022 we did not have any off-balance sheet arrangements.
Other claims against the Group not provided for in books

a) Compounding and Settlement Applications filed by the Parent Company:
A compounding application had been filed by the Company before the National Company Law Tribunal (NCLT) and Registrar
of Companies, Bombay (“RoC”), in relation to allotments of Equity Shares made by the Company during year ended March 31,
2013 and 2014 under ESOP Scheme 2011 and ESOP Scheme 2011 USA, where certain allotments were made in contravention
of Section 67(3) of the Companies Act, 1956.
The Board, vide a resolution passed at its meeting held on August 4, 2020 voluntarily decided to provide an exit offer to the
shareholders. Upon completion of the exit offer, the Company had filed a compounding application with the RoC (which will be
forwarded to the National Company Law Tribunal, Bengaluru bench upon approval) and a settlement application with SEBI.
The matter has been closed by ROC bangalore vide letter dated February 1, 2022 citing no contravention of Section 67(3).
b) With respect to the License Agreement entered in June 2018 between the Company and a customer, for providing software
services, the customer terminated the agreement claiming non-satisfactory delivery of services and damages of ` 623 Lacs.
The customer has also initiated arbitration proceedings which the Parent Company is currently contesting and is of the view
that the claim is not tenable and accordingly no adjustments are made in the financial statements.
c) There are numerous interpretative issues relating to the Supreme Court (SC) judgement on PF dated February 28, 2019.
As a matter of caution, the Group has taken cognizance of the matter on a prospective basis from the date of the SC order.
The Group will update its provision, if any, required, on receiving further clarity on the subject.
d) The Group is also subject to certain other claims and suits that arise from time to time in the ordinary conduct of its business.
While the Group currently believes that such claims, individually or in aggregate, will not have a material adverse impact on
its financial position, cash flows, or results of operations, the litigation and other claims are subject to inherent uncertainties,
and management’s view of these matters may change in the future. Were an unfavourable final outcome to occur in any one
or more of these matters, there exists the possibility of a material adverse impact on the Group’s business, reputation, financial
condition, cash flows, and results of operations for the period in which the effect becomes reasonably estimable.
Capital Expenditures
Our capital expenditures include expenditures on property, plant and equipment, intangible assets and right-of-use assets.
Property, plant and equipment include computer systems, office equipment, furniture and fixtures and leasehold improvements.
Intangible assets include goodwill, trademark, customer relationships, non-compete and computer software. Right-of-use assets
include computer systems, buildings and motor vehicles. The following table sets out the capital expenditures (addition to property,
plant and equipment, intangible assets and right-of-use assets) including those arising from acquisition of business of subsidiary for
the periods indicated:
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(in ` lacs)
March 31, 2022 March 31, 2021
Property, plant and equipment
Computer systems 45 44
Office equipment 11 18
Furniture and fixtures - 2
Leasehold improvements 11 -
Intangible assets
Goodwill - 7020
Trademark - 88
Non-compete - 51
Customer relationships - 2,612
Exclusive license - 94
Computer software 311 263
Right-of-use assets
Computer systems 1,495 609
Buildings 3,992 466
Motor vehicles - -
We expect to meet our working capital, capital expenditures and investment requirements for the next 12 months primarily from
revenues from operating activities, bank borrowings, as well as the proceeds from this Offer.
Our actual capital expenditures may differ from the amount set out above due to various factors, including our future cash flows,
results of operations and financial condition, changes in the local economy in India, defects or cost overrun, delays in obtaining or
receipt of governmental approval, changes in the legislative and regulatory environment and other factors that are beyond our control.
Qualitative Disclosure about Market Risks

Market risk is attributable to all market-sensitive financial instruments, including foreign currency receivables and payables. The value
of a financing instrument may change as a result of changes in interest rates, foreign currency exchange rates, commodity, prices,
equity prices and other market changes that affect market risk sensitive instruments. Our exposure to market risk is a function of our
revenue generating activities and any future borrowing activities in foreign currencies. The objective of market risk management is
to avoid excessive exposure of our earnings and equity to loss.
Credit risk
We are exposed to credit risk related to monies owned to us by our customers. If our customers do not pay us promptly, or at all, we
may have to make provisions for, or write-off, such amounts. As of March 31, 2022 and March 31, 2021, our net trade receivables
(carried at amortized cost) were ` 16,738 lacs and ` 12,192 lacs, respectively. As of March 31, 2022 and March 31, 2021, our net
unbilled receivables/ Contract assets were ` 10,664 lacs and ` 5,841 lacs respectively. Our average debtor cycle was 90 days
(billed receivables-55 days & unbilled receivables-35 days) and 85 days (billed receivables-57 days & unbilled receivables-28 days)
Fiscals 2022 and 2021, respectively.
Interest rate risk

As at March 31, 2022, we are not exposed to market risk with respect to changes in interest rates since all our financial assets or
liabilities are either non-interest bearing or are at fixed interest rate.
Exchange rate risk

Although our Company’s reporting currency is in `, we transact a significant portion of our business in other currencies, primarily
USD. A significant portion of our revenue from contracts with customers in Fiscals 2022 and 2021, respectively, were derived from
sales outside India. Substantially, all of our non-Indian sales income is denominated in foreign currencies, primarily in USD. Most of
our foreign currency exposure is mitigated by maintaining balances in the EEFC account in USD / Euro/ GBP which is used for
making foreign payments without currency conversion and by executing foreign exchange forward contracts.
Therefore, our exchange rate risk primarily arises from our foreign currency revenues, cost and other foreign currency assets and
liabilities to the extent that there is no natural hedge.
Reservations, Qualifications and Adverse Remarks

There are no reservations, qualifications and adverse remarks by our statutory auditor for the previous three Fiscals.
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Corporate Governance Report

Brief Statement on Company’s Philosophy on Code of
I.
Corporate Governance
Happiest Minds’ philosophy on Corporate Governance is to create and conduct sustainable growing business with highest
standards of integrity, transparency and accountability to maximize stakeholders’ value while duly complying with all applicable
laws and regulations.
Happiest Minds firmly believes that Corporate Governance is critical to success of its business and its governance practices
are reflected in its strategy, plan, culture, policies and relationship with stakeholders.
II. Board of Directors

The Board of Directors of Happiest Minds as on March 31, 2022, comprised of six (6) Directors with optimum combination of
Executive and Non-Executive Directors i.e., three Executive Directors and three Non-Executive Independent Directors including
two-woman Directors and each of them are professionals in their respective areas of specialization and have held eminent
positions. The Board Members are not related to each other, and the number of Directorships/Committee memberships held
by Executive and Non-Executive Independent Directors are within the permissible limits under SEBI(LODR), Regulations, 2015
and Companies Act, 2013.
(a) Composition of Board of Directors

The composition and category of Directors as on March 31, 2022:
Sl. Name of the Category Number of Number of Committee No. and % of
No. Director other Director- membership held in other public Equity Shares
ships held in companies (limited to only Audit held in the
other public and Stakeholders’ Relationship Company (%)
Companies Committees)
As Chairperson As Member
1 Ashok Soota Promoter & Executive Nil Nil Nil 78,017,452
Director (53.12%)1
2 Joseph Anantharaju Executive Director Nil Nil Nil 425,000
(0.29%)
3 Venkatraman Executive Director Nil Nil Nil 650,000
Narayanan (0.44%)
4 Anita Ramachandran Non-Executive 8 1 6 Nil
5 Rajendra Kumar Non-Executive Nil Nil Nil Nil
Srivastava Independent Director
6 Shubha Rao Mayya Non-Executive 4 2 6 Nil
1. Including shares held in the name of Ashok Soota Medical Research LLP
Directorship in other listed entities as on March 31, 2022:

Sl. Name of the Director Directorship in other listed entities Category of Directorship
No.
1 Ashok Soota Nil NA
2 Joseph Anantharaju Nil NA
3 Venkatraman Narayanan Nil NA
1. Grasim Industries Limited Independent Director
2. Rane (Madras) Limited Independent Director
4 Anita Ramachandran
3. Metropolis Healthcare Limited Independent Director
4. FSN E-Commerce Ventures Limited Independent Director
5 Rajendra Kumar Srivastava Nil NA
6 Shubha Rao Mayya 1. Stove Kraft Limited Independent Director
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uring the financial year 2021-22, five (5) meetings of the Board were held and the gap between two meetings did not
D
exceed one hundred and twenty days. The Board Meetings are prescheduled, and adequate notice is given to the Board
members. Board Meetings are generally held at the registered office of the Company either through video conference or
through physical presence.
These Board Meetings were held on May 12, 2021; July 28, 2021; October 27, 2021; January 28, 2022 and March 30, 2022.
The necessary quorum was present for all the meetings.
(b) Core Skills/Expertise/Competencies of the Board of Directors

The Directors of the Company bring with them a wide range of skills and experience to the Board, which enhances the quality
of the Board’s decision-making process. The following are the core skills, expertise and competencies identified for effective
functioning of the Board and the names of directors who have such skills/expertise/competence:
Name of the Director Interpersonal Information Legal, regulatory Strategic and Leadership,
skills and personal Technology and financial analytical Management
qualities/values business & Industry knowhow mindset & Governance
knowledge
Ashok Soota     
Venkatraman Narayanan     
Joseph Anantharaju     
Anita Ramachandran     
Rajendra Kumar Srivastava     
Shubha Rao Mayya     
(c) Attendance of Directors at the Board Meetings and Annual General Meeting (AGM) held
during the financial year 2021-22:
Name of the Director Board Meetings Board Meetings Whether present at AGM
entitled to attend attended held on July 7, 2021*
Ashok Soota 5 5 Yes
Joseph Anantharaju 5 5 Yes
Venkatraman Narayanan 5 5 Yes
Anita Ramachandran 5 5 Yes
Rajendra Kumar Srivastava 5 5 Yes
Shubha Rao Mayya 5 5 Yes
*Note: The AGM was held through video conferencing and other audio-visual means (“VC”) because of COVID restrictions.
(d) Independent Directors

The Board is of the opinion that the Independent Directors fulfil the conditions specified in the Companies Act, 2013 and
SEBI(LODR), Regulations, 2015 and that they are independent of the management.
During the financial year 2021-22, three (3) meetings of the Independent Directors were held on October 25, 2021, January 25,
2022 and March 24, 2022, interalia to review the following and the meeting was attended by all the Independent Directors:
(i) Review performance of non-independent directors and the Board of Directors as a whole;
(ii) Review performance of the Chairperson of the Company;
(iii) Assess the quality, quantity and timeliness of flow of information between the management of the Company and the
Board of Directors that is necessary for the Board to effectively and reasonably perform their duties.
The familiarization program and other disclosures as specified under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is available on the Company’s website at https://www.happiestminds.com/investors/disclosures/
HappiestMinds-Details-of-Familiarization-Programme.pdf
No Independent Director had resigned during the financial year 2021-22.
(e) CEO/CFO Certification

As required under Regulation 17 (8) of SEBI (LODR) Regulations, CEO/CFO have certified to the Board that the Financial
Statements for the financial year ended March 31, 2022 do not contain any untrue statement and that these statements
158
represent a true and fair view of the Company’s affairs and other matters as specified thereunder. Copy of the Certificate is
attached as Annexure I to this Report.
(f) Code of Conduct for Directors and Senior Management

The Company has adopted a Code of Conduct for the Board of Directors and Senior Management Personnel to ensure that
the business of the Company is conducted with the highest standards of ethics and values in accordance with the applicable
laws, regulations and rules and is critical to the success of the Company. The Code is available on the Company’s website at
https://www.happiestminds.com/investors/policy-documents/
All the Board Members and Senior Management Personnel have affirmed compliance with the Code. A declaration signed by
the CEO/CFO to this effect is enclosed as part of Annexure I to this Report.
III. Audit Committee

(a) Terms of Reference
The Audit Committee has interalia the following mandate:
1. Oversight of the Company’s financial reporting process, examination of the financial statement and the auditors’
report thereon and the disclosure of its financial information to ensure that the financial statement is correct,
sufficient and credible;
2. Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of
auditors, including the internal auditor, cost auditor and statutory auditor, of the Company and the fixation of audit fee;
3. Approval of payments to Statutory Auditors for any other services rendered by the Statutory Auditors of the Company;
4. Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to
the Board for approval, with particular reference to:
i. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report
in terms of clause (c) of sub-section 3 of section 134 of the Companies Act;
ii. Changes, if any, in accounting policies and practices and reasons for the same;
iii.
Major accounting entries involving estimates based on the exercise of judgment by the management
of the Company;
iv. Significant adjustments made in the financial statements arising out of audit findings;
v. Compliance with listing and other legal requirements relating to financial statements;
vi. Disclosure of any related party transactions; and
vii. Qualifications / modified opinion(s) in the draft audit report.
5. Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the
Board for approval;
6. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the
offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation
of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps
in this matter;
7. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
8. Formulating a policy on related party transactions, which shall include materiality of related party transactions;
9.
Approval or any subsequent modification of transactions of the Company with related parties and omnibus
approval for related party transactions proposed to be entered into by the Company subject to such conditions as
may be prescribed;
10. Review, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant
to each of the omnibus approvals given;
11. Scrutiny of inter-corporate loans and investments;
12. Valuation of undertakings or assets of the company, wherever it is necessary;
159
13. Evaluation of internal financial controls and risk management systems;
14.
Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;
15. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of
internal audit;
16. Discussion with internal auditors of any significant findings and follow up there on;
17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
18. Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern;
19. Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders
(in case of non-payment of declared dividends) and creditors;
20. Recommending to the board of directors the appointment and removal of the external auditor, fixation of audit fees
and approval for payment for any other services;
21. Reviewing the functioning of the whistle blower mechanism;
22. Approval of the appointment of the Chief Financial Officer of the Company (“CFO”) (i.e., the whole-time finance director
or any other person heading the finance function or discharging that function) after assessing the qualifications,
experience and background, etc., of the candidate;
23. Carrying out any other functions as provided under the Companies Act, the SEBI Listing Regulations and other
applicable laws;
24. To formulate, review and make recommendations to the Board to amend the Audit Committee charter from time to time;
25. Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances; and
26. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
27. Reviewing the utilization of loans and/or advances from/investment by the holding company in the subsidiary
exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower.
28. Such roles as may be prescribed under the Companies Act and SEBI Listing Regulations.
(b) Number of Meetings: During the financial year 2021-22, six (6) meetings were held i.e., on May 12, 2021; June 28,
2021; July 28, 2021; October 27, 2021; January 28, 2022 and March 24, 2022.
(c) Composition of the Committee and Meetings attended by each member:

Name of the Member Category Position Meetings
Held Attended
Shubha Rao Mayya Independent Director Chairperson 6 6
Anita Ramachandran Independent Director Member 6 6
Venkatraman Narayanan Executive Director Member 6 6
IV. Nomination, Remuneration and Board Governance Committee

The Nomination, Remuneration and Board Governance Committee has interalia the following mandate:
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and
other employees;
2. Formulation of criteria for evaluation of performance of Independent Directors and the Board;
3. Devising a policy on Board diversity;
160
4. Identifying persons who are qualified to become directors of the Company and who may be appointed in senior
management in accordance with the criteria laid down and recommend to the Board their appointment and removal.
The Company shall disclose the remuneration policy and the evaluation criteria in its annual report;
5. Analysing, monitoring and reviewing various human resource and compensation matters;
6. Determining the Company’s policy on specific remuneration packages for executive directors including pension
rights and any compensation payment, and determining remuneration packages of such directors;
7. Recommending the remuneration, in whatever form, payable to the senior management personnel and other staff
(as deemed necessary);
8. Reviewing and approving compensation strategy from time to time in the context of the then current Indian market
in accordance with applicable laws;
9. Determining whether to extend or continue the term of appointment of the independent director, on the basis of the
report of performance evaluation of independent directors;
10. Perform such functions as are required to be performed by the compensation committee under the Securities and
Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
11. Administering the employee stock option scheme/plan approved by the Board and shareholders of the Company in
accordance with the terms of such scheme/plan (“ESOP Scheme”)
12. Construing and interpreting the ESOP Scheme and any agreements defining the rights and obligations of the
Company and eligible employees under the ESOP Scheme, and prescribing, amending and/or rescinding rules and
regulations relating to the administration of the ESOP Scheme;
13. Framing suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended
from time to time
14. Performing such other activities as may be delegated by the Board and/or are statutorily prescribed under any law
to be attended to by the Nomination, Remuneration and Board Governance Committee.
15. Such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations.
(b) Number of Meetings: During the financial year 2021-22, three (3) meetings were held i.e., on July 28, 2021;
January 28, 2022 and March 30, 2022.

Meetings
Name of the Member Category Position
Held Attended
Rajendra Kumar Srivastava Independent Director Chairperson 3 3
Shubha Rao Mayya Independent Director Member 3 3
Ashok Soota Executive Director Member 3 3
(d) Performance evaluation criteria for the Independent Directors

The indicative criteria for evaluation of performance of the Independent Director that are provided in their terms of
appointment are as under:
(i) Attendance and contribution at Board and Committee meetings.
(ii) Appropriate mix of expertise, skills, behavior, experience, leadership qualities, sense of sobriety and understanding
of business, strategic direction to align company’s value and standards.
(iii) Knowledge of finance, accounts, legal, investment, marketing, foreign exchange/ hedging, internal controls, risk
management, assessment and mitigation, business operations, processes and corporate governance.
(iv) Ability to create a performance culture that drives value creation and a high quality of debate with robust and
probing discussions.
(v) Effective decision making ability.
(vi) Ability to open channels of communication with executive management and other colleagues on Board to maintain
high standards of integrity and probity.
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(vii)
His/her global presence, rational, physical and mental fitness, broader thinking, vision on corporate social
responsibility etc.
(viii) His/her ability to monitor the performance of management and satisfy himself/herself with integrity of the financial
controls and systems in place by ensuring right level of contact with external stakeholders.
(ix) His/her contribution to enhance overall brand image of the Company.
V. Remuneration to Directors:
(a) Criteria of making payments to Non-Executive Directors
Non-Executive Directors are paid sitting fees for attending the Meetings of the Board and of Committees of which they
are members at the rate of `1,00,000/- (Rupees One Lacs Only) per meeting and commission based on their performance
provided however that the aggregate remuneration including commission, so paid to such Directors in a financial year
shall not exceed 1% of the net profits of the Company.
(b) Criteria of making payments to Executive Directors

The Executive Directors are paid as per the remuneration approved by the Shareholders at the time of their appointment
which are in line with the statutory requirements and Company’s policies. The revision in remuneration, if any is recommended
by the Nomination Remuneration and Board Governance Committee to the Board for its consideration by taking into
account their individual performance and as well performance of the Company in a given year. Perquisites, performance
linked incentives and retirement benefits are paid in accordance with the Company’s compensation policies, as applicable
to all employees, which also details criteria for such payments. As per the current terms of their appointment, none of the
Executive Directors are entitled to commission on the net profits of the Company.
(c) Details of Remuneration paid to Directors for the financial year 2021-2022
Name of the Salary Perquisites Sitting Shares Total Details of Service Contracts,
Director (In ` Lacs) (In ` Lacs) Fees & Issued Remuneration Notice Period & Severance fees
Commission under paid
Fixed Variable (In ` Lacs) ESOPs (In ` Lacs)
Ashok Soota 83 28 4 Nil Nil 115 Appointed as Executive Chairman
and Director for a period of 5
years from 01st April 2019 till 31st
March, 2024. All other terms as
per employment agreement. Three
months’ notice period and no
severance fees.
Joseph 239 80 19 Nil Nil 338 Appointed as a Whole-time Director
Anantharaju of the Company designated as
Executive Vice Chairman, for a
period of five years from November
4, 2020 to November 3, 2025. All
other terms as per employment
agreement. Three months’ notice
period and no severance fees.
Venkatraman 85 30 10 Nil Nil 125 Appointed as the Managing
Narayanan Director and Chief Financial Officer
of the Company, for a period of five
years from November 4, 2020 to
November 3, 2025. All other terms
as per employment agreement.
Three months’ notice period and
no severance fees.
Anita Nil Nil Nil 25 Nil 25 NA
Ramachandran
Rajendra Kumar Nil Nil Nil 30 Nil 30 NA
Srivastava
Shubha Rao Nil Nil Nil 25 Nil 25 NA
Mayya
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VI. Administrative and Stakeholders Relationship Committee

The Administrative and Stakeholders Relationship Committee has interalia the following mandate:
1. Redressal of all security holders’ and investors’ grievances such as complaints related to transfer of shares, including
non-receipt of share certificates and review of cases for refusal of transfer/transmission of shares and debentures,
non-receipt of balance sheet, non-receipt of declared dividends, non-receipt of annual reports, etc., and assisting
with quarterly reporting of such complaints.
2. Reviewing of measures taken for effective exercise of voting rights by shareholders.
3. Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures
or any other securities.
4. Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-materialisation
of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related
to shares, debentures and other securities from time to time;
5. Reviewing the measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and
ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;
6. Reviewing the adherence to the service standards by the Company with respect to various services rendered by the
registrar and transfer agent of the Company and to recommend measures for overall improvement in the quality of
investor services;
7. Carrying out such other functions as may be specified by the Board from time to time or specified/provided under
the Companies Act or SEBI Listing Regulations, or by any other regulatory authority.
(b) Number of Meetings: During the financial year 2021-2022, three (3) meetings were held i.e., on May 12, 2021;
July 28, 2021 and October 27,2021.

Meetings
Held Attended
Anita Ramachandran Independent Director Chairperson 3 3
(d) Name and designation of compliance officer : Mr. Praveen Kumar Darshankar, Company Secretary &
Compliance Officer.
(e) Details of shareholders’ complaints:

(i) Number of shareholders complaints received upto March 31, 2022: 232
(ii) Number of shareholders complaints resolved upto March 31, 2022: 232
(iii) Number of pending complaints as on March 31, 2022: Nil
VII. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee has interalia the following mandate:
1. To formulate and recommend to the board, a corporate social responsibility policy which shall indicate the activities
to be undertaken by the Company as specified in Schedule VII of the Companies Act and the rules made thereunder
and make any revisions therein as and when decided by the Board;
2. To Identify corporate social responsibility policy partners and corporate social responsibility policy programmes;
3. To recommend the amount of expenditure to be incurred for the corporate social responsibility activities and the
distribution of the same to various corporate social responsibility programmes undertaken by the Company;
4. To delegate responsibilities to the corporate social responsibility team and supervise proper execution of all
delegated responsibilities;
163
5. To review and monitor the implementation of corporate social responsibility programmes and issuing necessary
directions as required for proper implementation and timely completion of corporate social responsibility
programmes; and
6. To perform such other duties and functions as the Board may require the corporate social responsibility committee to
undertake to promote the corporate social responsibility activities of the Company and exercise such other powers
as may be conferred upon the CSR Committee in terms of the provisions of Section 135 of the Companies Act.
(b) Number of Meetings: During the financial year 2021-22, two (2) meetings were held i.e., on May 12, 2021, and
January 28, 2022.

Meetings
Held Attended
Joseph Anantharaju Executive Director Chairperson 2 2
VIII.Risk Management Committee

The Risk Management Committee has interalia the following mandate:
1. To assist the Board in fulfilling its responsibilities with regard to the identification, evaluation and mitigation of
strategic, operational, and external environment risks.
2. Formulating, monitoring and overseeing the risk management plan and policy of the Company
3. Review the Cyber Security Functions of the Company on regular intervals.
4. Approve / recommend to the Board for its approval / review the policies, risk assessment models, strategies and
associated frameworks for the management of risk.
5. To perform such other duties and functions as the Board may require or as may be prescribed by applicable law,
from time to time.
(b) Number of Meetings: During the financial year 2021-2022, Two (2) meetings were held on July 28, 2021 and
January 28, 2022.

Meetings
Held Attended
Joseph Anantharaju Executive Director Chairperson 2 2
IX. Strategic Initiatives Committee

The Strategic Initiatives Committee has interalia the following mandate:
1. Strategic planning;
2. New strategic projects and initiatives;
3. Mergers, acquisitions and joint ventures;
4. Asset management (including physical infrastructure and information technology);
5. Strategic human resources and other matters;
6. To perform such other duties and functions as the Board may require from time to time.
164
(b) Number of Meetings: During the financial year 2021-22, three (3) meetings were held i.e., on September 24,
2021, October 27, 2021 and December 17, 2021.

Meetings
Held Attended
Rajendra Kumar Srivastava Independent Director Chairperson 3 3
Joseph Anantharaju Executive Director Member 3 3
X. General Body Meetings

The Annual General Meetings of the Company were held at the registered office of the Company either through video
conference or through physical presence. Details of last three AGMs held are as below:
Financial Year Date Time (IST) Mode of Meeting
2018-2019 August 1, 2019 5:00 p.m Physical
2019-2020 August 6, 2020 5:00 p.m. Physical
2020-2021 July 7, 2021 4:00 p.m. Video Conference
All resolutions moved at the Annual General Meetings were passed through remote e-voting or by show of hands by the requisite
majority of members attending the meeting. The following are the special resolutions passed at the previous three AGMs:
AGM held on Summary of Special Resolutions

August 1, 2019 1. Re-appointment of Mr. Ashok Soota as Executive Chairman and Director
August 6, 2020 1. Appointment of Mr. Rajendra Kumar Srivastava as Non-Executive Independent Director of the Company;
2. Appointment of Ms. Anita Ramachandran as Non-Executive Independent Director of the Company;
3. Appointment of Ms. Shubha Rao Mayya as Non-Executive Independent Director of the Company;
4. Approval of payment of commission to Non-Executive Directors of the Company.
July 7, 2021 1. Appointment of Mr. Joseph Vinod Anantharaju as Whole-time Director of the Company designated as
Executive Vice Chairman, for a period of five years from November 4, 2020 to November 3, 2025
2. Appointment of Mr. Venkatraman Narayanan as Managing Director and Chief Financial Officer of the
Company, for a period of five years from November 4, 2020 to November 3, 2025.
3. Ratification and approval of the ‘Happiest Minds Employee Stock Option Scheme 2020’, formulated
and approved prior to the Initial Public Offering of the Company.
No special resolution was passed through postal ballot in the last year. Accordingly, details relating to postal ballot are
not applicable.
XI. Means of Communication

(a) Financial Results and Newspaper Publication
Quarterly and annual financial results are filed with stock exchanges and displayed on stock exchanges websites.
The results are also made available on Company’s website. The results are also normally published in Financial Express
(English newspaper – all India edition) and Vishwavani (Regional Newspaper).
(b) Website
The Company maintains an active website at https://www.happiestminds.com/investors/ wherein all the information
relevant for the Shareholders are displayed.
(c) Press Releases and Analysts/Investors Presentations

The official news releases, meetings scheduled with analysts and detailed presentations made to analysts are
disseminated to stock exchanges and as well displayed on the Company’s website at https://www.happiestminds.com/
investors/. The management participates in the analyst/earnings call every quarter, after the announcement of results.
The audio recording of analyst calls and transcripts are posted on the Company’s website.
165
(d) Annual report

Annual Report containing audited standalone and consolidated financial statements together with Board’s Report,
Auditors’ Report and other reports/information are circulated to members entitled thereto and is also made available on
the Company Website at https://www.happiestminds.com/investors/.
XII.General Shareholders Information

General shareholder information is provided under “Shareholders Information” section attached as Annexure II to this Report.
XIII.Other Disclosures
(a) Disclosures on materially significant related party transactions that may have potential
conflict with the interests of listed entity at large
During the financial year ended March 31, 2022, there were no materially significant related party transactions that had
potential conflict with the interest of the Company at large.
(b)
Details of non-compliance by the Company, penalties, strictures imposed on the
Company by the Stock Exchange(s) or SEBI or any statutory authority, on any matter
related to capital markets, during the last three years
The Company became listed company from September 17, 2020. No penalty or stricture was imposed by the Stock
Exchanges or SEBI or any other authority, from the date of listing. All applicable requirements were fully complied with.
(c) Vigil Mechanism/Whistle-Blower Policy

The Company has adopted a Whistle Blower Policy and has established necessary Vigil Mechanism as required under
Regulation 22 of the SEBI (LODR) Regulations, the details of which have been provided in the Board’s Report. The Company
affirms that no personnel has been denied access to the Audit Committee.
(d)
Details of compliance with mandatory requirements and adoption of the non-
mandatory requirements
The Company has complied with all the applicable mandatory requirements of SEBI (LODR) Regulations. Details of
adoption of non-mandatory requirements are provide in clause XV below.
(e)
Weblink for Policy on determination of Material Subsidiary and Policy on Related
Party Transactions
Both the policies can be accessed at https://www.happiestminds.com/investors/policy-documents/
(f) Disclosure of Commodity price risks and commodity hedging activities

The Company does not deal in commodities and hence the disclosure pursuant to SEBI (LODR) Regulations are
not applicable.
(g) Details of utilization of funds raised through preferential allotment or qualified institutions
placement as specified under Regulation 32 (7A)
During the financial year ended March 31, 2022, there were no funds raised through preferential allotment or qualified
institutions placement.
(h) Certificate from Practicing Company Secretary on Non-Disqualification of Directors

The Company has obtained a certificate from a Practicing Company Secretary that none of the Directors on the Board of
the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the
SEBI/Ministry of Corporate Affairs or any such statutory authority in accordance with SEBI (LODR) Regulations. Copy of
the Certificate is attached as Annexure III.
(i) Recommendation of Committees

During the financial year ended March 31, 2022, the Board of Directors of the Company had accepted recommendation
of all the committees of the Board, which were mandatorily required.
166
( j) Auditors’ Remuneration
The details of total fees for all services paid by the Company during FY 2021-22, to the Statutory Auditors are as follows:
Particulars Amount
(in ` Lacs )
Payment to Statutory Audit fees (including out of pocket expenses) 62
Certification fees 5
Total 67
(k)
Disclosures as required under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has in place a gender neutral Anti-Sexual Harassment Policy at workplace which is in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
the applicable rules, the details of which have been provided in the Boards’ Report.
Details of sexual harassment complaints received:

(i) No. of complaints received during financial year 2021-22: Nil
(ii) No. of complaints disposed of during financial year 2021-22: NA
(iii) No. of complaints pending as on end of the financial year 2021-22: NA
(l) Disclosure of Loans and advances in the nature of loans to firms/companies in which
directors are interested:
During the Financial Year ended March 31, 2022, there are no loans or advances provided by the Company and its
subsidiaries to firms/companies in which directors are interested.
XIV.Non-compliance of Regulations relating to Corporate

Governance under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, if any
The Company is fully compliant with SEBI (LODR) Regulations and there are no such non-compliances to report.
XV.Discretionary Requirements
The Company has adopted the following discretionary requirements as provided in the SEBI (LODR) Regulations:
(a) Modified opinion(s) in Audit Report

The Company is in the regime of unmodified opinions on financial statements and that the Auditors of the Company have
issued Audit Reports with unmodified opinion on the standalone and consolidated financial statements for the financial
year ended March 31, 2022.
(b) Reporting of Internal Auditor

The Internal Auditors of the Company report directly to the Audit Committee and are invited to be present as invitees at
the Audit Committee meetings held every quarter.
XVI.
Disclosures with respect to Demat Suspense Account/
Unclaimed Suspense Account
The Company does not have any unclaimed shares and hence the disclosure pursuant to SEBI (LODR) Regulations are
not applicable.
XVII.Compliance
The Company is in compliance with all the mandatory requirements stipulated under Regulations 17 to 27 read with
Schedule V and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of SEBI (LODR), Regulations, 2015 as applicable with
regards to Corporate Governance.
The Company has obtained a certificate from a Practicing Company Secretary on compliance of conditions of Corporate
Governance as stipulated in SEBI (LODR) Regulations. Copy of the Certificate is attached to the Boards’ Report.
167
Annexure I to CG Report
CEO / CFO CERTIFICATION

May 05, 2022
The Board of Directors
Bengaluru
We, Joseph Anantharaju, Executive Vice Chairman & CEO-PES, Rajiv Shah, President & CEO-DBS, Ram Mohan C, President &
CEO-IMSS and Venkatraman Narayanan, Managing Director & CFO of Happiest Minds Technologies Limited to the best of our
knowledge and belief, certify that:
(a) We have reviewed the financial statements and the cash flow statement for the quarter and financial year ended March 31,
2022 and confirm that:
(i) these financial statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
(ii) these financial statements together present a true and fair view of the Company’s affairs and are in compliance with
existing Accounting Standards, applicable laws and regulations;
(b) There is, to the best of our knowledge and belief, no transaction entered into by the Company during the quarter and financial
year ended March 31, 2022, which is fraudulent, illegal or violative of the Company’s code of conduct.
(c) We accept responsibility for establishing and maintaining Internal Controls for financial reporting and that we have evaluated
the effectiveness of Internal Control Systems of the Company pertaining to financial reporting and we have disclosed to the
Auditors and the Audit Committee, deficiencies in the design or operation of such Internal Controls, if any, of which we are
aware and the steps we have taken or propose to take to rectify these deficiencies.
We have indicated to the Auditors and the Audit committee that for the quarter and financial year ended March 31, 2022,
that there were:
(i) no significant changes in Internal Control over financial reporting;
(ii) no significant changes in accounting policies and that the same have been disclosed in the notes to the financial statement; and
(iii) no instances of significant fraud of which we have become aware and there has been no involvement therein of the management
or an employee having a significant role in the Company’s Internal Control System over financial reporting.
We further declare that all the Board Members and Senior Management Personnel have affirmed compliance with Code of Conduct
in respect of the financial year ended March 31, 2022.
Executive Vice President & CEO-DBS President & CEO-IMSS MD & CFO
Chairman & CEO-PES Boston, USA Seattle, USA Bengaluru, India
Seattle, USA
168
ANNEXURE II to CG Report
SHAREHOLDERS INFORMATION
1. Annual General Meeting (AGM) of the Company
Date: Thursday, the June 30, 2022
Time: 4.00 pm (IST)
Venue: Through Video Conference. For details, please refer to Notice of this AGM.
2. Financial Year
The financial year of the Company was from April 1, 2021 to March 31, 2022. The quarterly results for the financial year were
announced as follows:
For the quarter ended June 30, 2021 : July 28, 2021
For the quarter ended September 30, 2021 : October 27, 2021
For the quarter ended December 31, 2021 : January 28, 2022
For the quarter and Financial Year ended March 31, 2022 : May 05, 2022
Company’s tentative calendar (subject to change) for the announcement of quarterly results & AGM during the financial year
2022-23 would be as below:
For the quarter ended June 30, 2022 : July, 2022

For the quarter ended September 30, 2022 : October, 2022
For the quarter ended December 31, 2022 : January, 2023
For the quarter and financial year ended March 31, 2023 : May, 2023
For Annual General Meeting of the Company : June, 2023
3. Dividend Payment
The Board of Directors of the Company have recommended a final dividend of ` 2/- per equity share of face value of `2/- each,
for the financial year ended March 31, 2022, subject to the approval of the shareholders at the ensuing AGM.
The Register of Members of the Company will be closed from Saturday, June 25, 2022 to Thursday, June 30, 2022 (both
days inclusive) for the purpose of AGM, annual closing and for determining entitlement of members for the final dividend for
FY 2021-22. The record date for payment of final dividend would be June 24, 2022.
The final dividend, if approved, will be paid on or after July 5, 2022.
4. Stock Exchanges
The Company’s equity shares are listed on following Stock Exchanges as on March 31, 2022:
Name of the Exchange and Stock Code Address & Contact details
BSE Limited (“BSE”) Phiroze Jeejeebhoy Towers, Dalal Street,
Stock Code : 543227 Mumbai – 400 001, Maharashtra, India
Tel: +91 22 22721233/34; Fax: +91 22 22721919
National Stock Exchange of India Limited (“NSE”) Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E),
Stock Code : HAPPSTMNDS Mumbai – 400 051, Maharashtra, India
Tel: +91 22 26598100-14; Fax: +91 22 26598120
The Company hereby confirms it has duly paid the listing fees for the financial year 2022-23 to both BSE and NSE. It further
confirms that the equity shares of the Company have never been suspended from trading either by BSE or NSE from the time
it has been listed.
169
5. Stock Market Price Data

High and Low (based on daily closing prices) and volume (total number of equity shares traded) during each month in the last
financial year ended March 31, 2022, is as follows:
Month BSE NSE
High Low Total Volume High Low Total Volume
(Amt in `) (Amt in `) (in Lacs) (Amt in `) (Amt in `) (in Lacs)
April, 2021 810.00 541.00 51.59 744.00 543.05 745.63
May, 2021 910.00 718.20 76.25 910.00 718.80 960.76
June, 2021 1,021.60 840.55 50.14 1,020.00 840.20 583.89
July, 2021 1,580.80 1,027.00 82.85 1,580.00 1,032.30 1,123.66
August, 2021 1,475.05 1,293.55 18.90 1,475.00 1,296.05 202.50
September, 2021 1,568.00 1,350.00 18.82 1,568.00 1,362.00 181.70
October, 2021 1,438.80 1,215.00 8.02 1,439.00 1,217.00 41.72
November, 2021 1,370.00 1,157.90 4.68 1,370.00 1,177.70 27.93
December, 2021 1,350.00 1,191.75 6.14 1,355.00 1,194.00 39.81
January, 2022 1,360.20 1,100.00 9.31 1,360.00 1,071.65 44.79
February, 2022 1,205.00 945.55 12.74 1,205.00 944.50 52.41
March, 2022 1,220.00 918.85 13.51 1,224.45 917.95 85.60
6. Stock Performance
Performance of the Company’s equity shares (closing share price on last trading day of each month) on NSE in comparison to
BSE Sensex and must be NSE Nifty IT during the financial year ended March 31, 2022 is as follows:
Month Happiest Minds BSE Sensex NSE Nifty IT

April, 2021 724.45 48,782.36 25,664.45
May, 2021 867.55 51,937.44 27,115.05
June, 2021 1,004.10 52,482.71 29,168.00
July, 2021 1,361.60 52,586.84 30,480.05
August, 2021 1,427.70 57,552.39 34,570.20
September, 2021 1,379.95 59,126.36 35,028.00
October, 2021 1,274.40 59,306.93 34,408.75
November, 2021 1,205.55 57,064.87 35,043.75
December, 2021 1,296.60 58,253.82 38,701.00
January, 2022 1,150.90 58,014.17 34,824.55
February, 2022 977.90 56,247.28 33,847.85
March, 2022 1,056.65 58,568.51 36,317.20
210.00
190 .00
170 .00
145.86
150 .00
141.51
130 .00
120.06
110 .00
90 .00
Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar
2021 2021 2021 2021 2021 2021 2021 2021 2021 2022 2022 2022
Baseline Happiest Minds BSE Sensex NSE Nifty IT
Note: For the purpose of graph, base value is taken as 100 as of April, 2021 and then projected accordingly
170
7. Registrars and Transfer Agents (RTA)

All work related to Share Registry, both in physical and electronic form, are handled by the Company’s Registrar and Share
Transfer Agent, whose name and contact details are as given below:
M/s. KFin Technologies Limited
Unit: Happiest Minds Technologies Limited
“Selenium” Tower B, Plot No. 31 & 32, Financial District, Nanakramguda,
Serilingampally Mandal, Hyderabad - 500 032, Telangana, India
Tel. No. + 91 - 1- 800-309-4001; E-mail: [email protected]
Website : https://www.kfintech.com/
8. Share Transfer System

Pursuant to Regulation 40 (1) of SEBI (LODR) Regulations, effective from April 1, 2019, transfer of shares in physical mode has
been discontinued and accordingly the Company has not processed transfer of shares in physical mode (except in case of
request received for transmission or transposition of shares) from the time the said Regulation was applicable and all the transfer
of shares would be carried out only in dematerialized form by the respective Depository Participants of the shareholders.
Accordingly, shareholders holding shares in physical form are urged to have their shares dematerialized at the earliest so that
they can transfer them in dematerialized form and participate in various corporate actions.
9. Distribution of Shareholding
(a). Distribution of equity shareholding as on March 31, 2022:
Category (No. of Shares) No. of % of No. of % of
Shareholders Shareholders Shares Total No. of Shares
1 – 5,000 691,099 99.79 31,358,586 21.35
5,001 – 10,000 736 0.11 2,659,182 1.81
10,001 – 20,000 360 0.05 2,563,143 1.75
20,001 – 30,000 125 0.02 1,537,197 1.05
30,001 – 40,000 69 0.01 1,216,062 0.83
40,001 – 50,000 32 0.00 722,529 0.49
50,001 – 100,000 62 0.01 2,297,049 1.56
100,001 & Above 97 0.01 104,509,808 71.16
Total 692,580 100.00 146,863,556 100.00
(b). Shareholding pattern:

Category of As on March 31, 2022* As on March 31,2021
Shareholders No. of % of total Total % of No. of % of total Total % of
Share- Share- Shares total Share- Share- Shares total
holders holders shares holders holders Shares
Promoters and 6 0.00 78,214,420 53.26 6 0.00 78,211,953 53.25
Promoter group
Body corporates 826 0.12 3,293,558 2.24 453 0.22 3,885,334 2.65
FIIs/NRIs/FPI’s 4,857 0.72 11,819,453 8.05 2,637 1.28 13,652,521 9.30
Mutual funds/ Banks/ 15 0.00 2,173,041 1.48 19 0.01 10,841,489 7.38
FI’s/ QIB
Clearing Members 127 0.02 238,872 0.16 246 0.12 606,828 0.41
Trust 5 0.00 2,800 0.00 4 0.00 8,204 0.01
Public 669,286 99.14 51,121,412 34.81 203,483 98.37 39,657,227 27.00
Total 675,122 100.00 146,863,556 100.00 206,848 100.00 146,863,556 100.00
*Post consolidation of multiple folios/client IDs
171
10. Dematerialization of shares and liquidity

97.94% of the Company's shares are in dematerialized form as on March 31, 2022, held with both the Depositories viz.,
the National Securities Depository Limited (‘NSDL’) and the Central Depository Services (India) Limited (‘CDSL’) and the
break-up is as follows:
Description March 31, 2022 March 31, 2021

No. of No. of % to Total No. of No. of % to Total
Holders Shares Shares Holders Shares Shares
NSDL 1,67,972 11,98,75,867 81.62 73,226 1,276,87,668 86.94
CDSL 5,24,240 2,39,60,285 16.32 1,36,398 1,34,70,629 9.17
Physical 368 30,27,404 2.06 463 57,05,259 3.89
Total 6,92,580 146,863,556 100.00 2,10,087 14,68,63,556 100.00
Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company’s equity shares
is INE419U01012.
11. Outstanding Global Depository Receipts (GDR) or American Depository Receipts (ADR) or
warrants or any convertible instruments, conversion date and likely impact on equity
The Company has no outstanding GDR / ADR / warrants or any convertible Instruments as of March 31, 2022.
12. Commodity price risk or foreign exchange risk and hedging activities
The Company does not deal in commodities and hence the disclosure pursuant to SEBI (LODR) Regulations are not applicable.
For a detailed discussion on foreign exchange risk and hedging activities with regard to Company’s revenue in foreign currency,
please refer to Management Discussion and Analysis Report forming part of the Annual Report.
13. Locations
The registered office address and the branch locations along with the contact details has been provided separately in the
Annual Report and the details are also available at https://www.happiestminds.com/location/
14. Address for Correspondence

Shareholders can send their correspondence with respect to their shares, dividend, request for annual reports and grievances,
if any to the Company’s RTA as per contact details provided in Sl.No.7 above. They can also correspond with the Company as
per below contact details:
Mr. Praveen Kumar Darshankar
#53/1-4, Hosur Main Road, Madivala, Bengaluru-560068,
Karnataka, India; Tel No.: +91 80 61960300
Email : [email protected]
The Company has also designated person for addressing queries relating to results/analyst calls viz., Mr. Sunil Gujjar, Head of
Investor Relations and he can be contacted at the above address and through email at [email protected].
15. Credit Ratings

India Ratings and Research (Ind-Ra), a credit rating agency, has upgraded the Company’s Long-Term Issuer Rating to ‘IND A+’
from ‘IND A-’. The Outlook is Stable. The instrument-wise ratings outlook and action are as follows:
Instrument type Maturity Date Size of Issue (` Mn) Rating Outlook Rating action
Term Loans January 2024 498.44 INDA+/Stable Upgraded
Fund Based Limit NA 2,150 INDA+/Stable/IND A1+ Upgraded
172
Annexure III to CG Report
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015)
To,
The Members of
HAPPIEST MINDS TECHNOLOGIES LIMITED
# 53/1-4, Hosur Main Road, Madivala
(Next to Madivala Police Station)
Bengaluru - 560068
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of HAPPIEST MINDS
TECHNOLOGIES LIMITED, having CIN - L72900KA2011PLC057931 and having registered office at # 53/1-4, Hosur Main Road,
Madivala (Next to Madivala Police Station), Bengaluru - 560068 (hereinafter referred to as ‘the Company’), produced before us
by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub
clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN)
status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we
hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on March 31,
2022 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and
Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA).
Details of Directors:
Sl. No. Name of Director DIN Date of appointment in Company
1. ANITA RAMACHANDRAN 00118188 04/06/2020
2. ASHOK SOOTA 00145962 01/04/2011
3. VENKATRAMAN NARAYANAN 01856347 16/01/2018
4. RAJENDRA KUMAR SRIVASTAVA 07500741 04/06/2020
5. SHUBHA RAO MAYYA 08193276 04/06/2020
6. JOSEPH VINOD ANANTHARAJU 08859640 04/11/2020
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of
the Company. Our responsibility is to express an opinion based on our verification. This certificate is neither an assurance as to
the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs
of the Company.
For V SREEDHARAN & ASSOCIATES

Company Secretaries
Partner
FCS: 11323; CP No. 17024
Place: Bengaluru
Date: May 5, 2022
UDIN: F011323D000271211
173
Business Responsibility & Sustainability Reporting

SECTION A: GENERAL DISCLOSURES
I. Details of the listed entity
1. Corporate Identity Number (CIN) of the Listed Entity - L72900KA2011PLC057931
2. Name of the Listed Entity - Happiest Minds Technologies Limited
3. Year of Incorporation – 30.03.2011
4. Registered office address – 53/1-4, Hosur Main Road, Madivala, Bengaluru-560068, Karnataka
5. Corporate address - 53/1-4, Hosur Main Road, Madivala, Bengaluru-560068, Karnataka
6. E-Mail – [email protected]
7. Telephone - 08061960300
8. Website - www.happiestminds.com
9. Financial year for which reporting is being done – FY 2021-22
10. Name of the Stock Exchange(s) where shares are listed – NSE/BSE
11. Paid-up Capital - `29,37,27,112
12. Name and contact details (telephone, email address) of the person who may be contacted in case of any queries
on the BRSR Report – Aurobinda Nanda, President – Operations (Email: [email protected],
Telephone-08061960300)
13. Reporting boundary - Are the disclosures under this report made on a standalone basis (i.e., only for the entity) or on a
consolidated basis (for the entity and all the entities which form a part of its consolidated financial statements, taken
together) - Disclosures made in this report are on a standalone basis and pertain only to Happiest Minds Technologies Ltd.
II. Products/services
14. Details of business activities (accounting for 90% of the turnover):
S. No. Description of Main Activity Description of Business Activity % of Turnover of the Entity
1. Information and communication Computer Programming, 100%
Consultancy and related activities
15. Products/Services sold by the entity (accounting for 90% of the entity’s turnover):
S. No. Product/Service NIC Code % of Total Turnover Contributed
1. Computer programming and 6201 100%
related activities
III. Operations
16. Number of locations where plants and/or operations/offices of the entity are situated:
Location Number of Plants Number of Offices/Presence Total
National Not Applicable 4 4
International Not Applicable 12 12
17. Markets served by the entity:

a. Number of Locations
Locations Number
National (No. of States) 3
International (No. of Countries) 6
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b. What is the contribution of exports as a percentage of the total turnover of the entity?
85.23%
c. A brief on types of customers

Happiest Minds positions itself as a thought leader who partners with clients to deliver digital transformation,
leveraging disruptive technologies. Led by this vision, the Company focuses on vertical/industry segments, which
shows a high propensity to innovate and transform. Based on market analysis, the Company expands into more
verticals – e.g., The Company has put additional focus on healthcare since this fiscal. The Company also has
specific GTM strategies for different Geos and Domains. Hence, the Market and Customers are also segmented by
Geography, and the expansion in new geographies like ANZ and the Middle East is based on this. The Company
also believes in forging long-term partnerships with clients & hence additional criteria such as client turnover and IT
budget are used as lead indicators of potential to scale and deliver value in multiple areas.
o Verticals:
 EduTech
 HiTech
 Retail
 TME (Travel, Media, Entertainment)
 BFSI (Banking, Financial Services & Insurance)
 Industrial, Manufacturing
 Public Service Organizations
 Others
o Geographies:
 Americas
 Europe
 India
 Middle East
 Australia
IV. Employees
18. Details as at the end of Financial Year i.e.
a. Employees and workers (including differently abled):
S. No. Particulars Total (A) Male Female
No. (B) % (B / A) No. (C) % (C / A)
EMPLOYEES
1. Permanent (D) 3,744 2,777 74.17% 967 25.83%
2. Other than Permanent (E) 424 292 68.86% 132 31.21%
3. Total employees (D + E) 4,168 3,069 73.63% 1,099 26.37%
* Note: The Company does not have any workers as defined in the guidance note on BRSR.
b. Differently abled employees

S. No Particulars Total (A) Male Female
No. (B) % (B / A) No. (C) % (C / A)
DIFFERENTLY ABLED EMPLOYEES
1. Permanent (D) 7 5 71% 2 29%
2. Other than Permanent (E) 0 0 0% 0 0%
3. Total differently abled 7 5 71% 2 29%
employees (D + E)
*Note: The Company does not have any workers as defined in the guidance note on BRSR.
175
19. Participation/inclusion/representation of women

Total (A) No. and Percentage of Females
No. (B) % (B/A)
Board of Directors 6 2 33%
Key Management Personnel 1 0 0%
20. Turnover rate for permanent employees and workers

FY 2021-22 (YTD; Mar’22) FY 2020-21 (Turnover FY 2019-20 (Turnover rate in
(Turnover rate in current FY) rate in previous FY) the year prior to the previous FY)
Male Female Total Male Female Total Male Female Total
Permanent 23.42% 20.60% 22.71% 12.70% 11.56% 12.43% 19.08% 17.53% 18.72%
Employees
V. Holding, subsidiary and associate companies (including joint venture)

21. a. Name of the holding/subsidiary/associate companies / joint ventures (A) –
S. Name of the holding/ Indicate Whether % Of shares Do the entities indicated in column
No. subsidiary / associate Holding/ Subsidiary/ held by A participate in the Business
companies / Associate/ Joint Venture the listed entity Responsibility initiatives of the
joint ventures (A) listed entity? (Yes/No)
1. Happiest Minds Inc Wholly Owned Subsidiary 100% Yes
VI. CSR details

22.
i. Whether CSR is applicable as per Section 135 of Companies Act, 2013: Yes
ii. Turnover: `1,03,354 Lacs
iii. Net worth: `66,974 Lacs
iv. Total amount spent on CSR for FY 2021-22: `215 Lacs
VII. Transparency and Disclosures Compliances

23. Complaints/grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible
Business Conduct (NGRBC)
Stakeholder Grievance FY 2021-22 FY 2020-21
group from whom Redressal
Current Financial Year Previous Financial Year
the complaint is Mechanism(s) in
received Place (Yes/No) Number of Number of Remarks Number of Number of Remarks
(If yes, then complaint(s) complaint(s) complaint(s) complaint(s)
provide a web filed during pending filed during pending
link for Grievance the year resolution at the year resolution
Redressal Policy) the close of the year at the close
the year of the year
Communities N/A NIL N/A - NIL N/A -
Investors (other N/A NIL N/A - NIL N/A -
than shareholders)
Shareholders YES 232 NIL - 5,559 NIL -
Employees N/A NIL N/A - NIL N/A -
And workers
Customers YES 13 NIL - 6 NIL -
Value Chain N/A NIL N/A - NIL N/A -
Partners
Others N/A NIL N/A - NIL N/A --
Weblink for Grievance Redressal Policy:

Grievance Resolution Policy is shared on Company's intranet platform.
176
24. Overview of the entity’s material responsible business conduct issues: Please indicate material responsible business
conduct and sustainability issues pertaining to environmental and social matters that present a risk or an opportunity
to your business, rationale for identifying the same, approach to adapt or mitigate the risk, as per the following format:
S. Material Issue Indicate Rationale for identifying the Approach to adapt or Positive/Negative
No. Identified Whether risk/opportunity mitigate Implications
risk or
opportunity
1 Corporate Risk Strong corporate governance • Robust corporate Incorporating various
Governance that considers stakeholder governance mechanism policies and practices
concerns, engenders which ensures to ensuring effective
trust, oversees business responsible business corporate governance
strategies, and ensures fiscal conduct and regulatory ensuring long term
accountability, ethical corporate compliance sustainability.
behaviour, and fairness to • Adequate Independent
all stakeholders is core to Director representation
achieving the Company's to protect stakeholder
longer-term mission. interest
• Robust enterprise risk
management framework
and consideration for
ESG risks
• Promoters to hold
40% stake to ensure
perpetuity in the
Company’s vision and
culture
• Strong checks in place
to prevent corruption
and non-compliance
2 Information Risk Happiest Minds works with • Implemented Data Provides adequate
Management a wide range of customer privacy policies and assurance and
& Customer data which leads to increased controls as per the confidence to the
Privacy regulatory scrutiny globally. GDPR requirement to customer for the
Cloud-based software and IT protect personal data Protection of their
services also raise concerns • In process of Information Security
about potential access to user implementing the and Privacy.
data by governments. Effective Privacy Information
management in this area is Management System
important to reduce regulatory as per the ISO 27701
and reputational risks which can
standard
impact revenues, and market
• Undertaking annual
share, and lead to punitive
security awareness
actions involving potential fines
sessions
and other legal costs.
3 Data Security Risk Rising instances of cyber- • Implemented multiple Provides adequate
attacks and social engineering controls to ensure assurance and
puts the Company's as well data security and confidence to the
as the customer's data at privacy including user customer for the
risk. Inadequate prevention, awareness and training Protection of their
detection, and remediation programs, end point and Intellectual Property.
of data security threats can N/W security controls
damage the Company's • Proactive monitoring
reputation and thus influence and analysis of any
customer acquisition and new vulnerabilities and
retention, resulting in threats
decreased market share • Ensuring all third parties
and lower demand for the have adequate data
Company's products. protection measures
and procedures
177
risk or
opportunity
It can also result in increased
expenses, due to remediation
efforts such as identity
protection offerings and
employee training on data
protection. New and emerging
data security standards and
regulations further lead to
increased costs of compliance.
4 Climate Risk & Climate change poses • Actively integrating The Company
Change Opportunity significant physical and ESG in the Company's believes that
transition risks to the Company's business decisions being environmentally
business. It can also impact and designing the sustainable is
the well-being of Happiest Company's operations essential to long-term
Minds and customers as well and business activities business prosperity.
as the Company's strategy aligned with climate Furthermore, it
and financial resources. It also neutrality by leveraging leads to increased
offers opportunities arising from innovative technologies, operational efficiency
innovations in energy efficiency renewable energy, and long-term
and renewable energy. and upgrading existing financial viability.
systems for higher
efficiency
• Board-approved ESG
policy aimed at enabling
a low-carbon and
resource-wise economy
• Climate change risks
and opportunities
reviewed by a Board-
approved management
level ESG committee
• Helping the Company's
customers to transform
their business into lean,
energy-efficient, and
agile cloud-based digital
solutions, and embrace
technology-led green
solutions
• Encouraging vendors
to adhere to safe
and environmentally
responsible practices
5 Competitive Opportunity IT companies spend a • Happiest Minds ensures This helps the
Behaviour significant proportion of their that its policies relating Company to strike
revenues on IP protection. to IP sales & commercial a good balance
While IP protection is intrinsic practices are in line with between deriving
to the business model of anti-trust regulations in c o m p e t i t i v e
some companies, it is also an the Company's leading advantage through
important driver of innovation, markets innovation while
and restricting competition • All of the Company's complying with anti-
from accessing its benefits can IP are based on trust regulations.
be a contentious societal issue. technology stacks from For the Company's
industry leaders, which customers, this
are widely available ensures transparency
and supported. and competitive
pricing.
178
risk or
opportunity
The Company also ensures For Company's
that none of its IP infringe customers, this
third-party patents etc. ensures that their IT
are based on restrictive landscape is based on
proprietary technologies. future technologies
and open standards
& they have multiple
options for support
should the need arise.
6 Systemic Risk Risk Programming errors or server • Adopted a Secure Ensures reduced
Management downtime have the potential Software development failure rate, better
to generate systemic risks, process to ensure that security controls
such as computing and data security vulnerabilities on the software
storage functions to the cloud. are identified and fixed applications that the
The risks are heightened for prior to release Company develops
sensitive sectors, such as • Perform detailed and a better culture
financial institutions or utilities, security testing on the that ensures security
which are critical to national developed application/ is by design.
infrastructure. Investments in system
improving the reliability and
quality of IT infrastructure and
services are therefore critical.
7 Talent Opportunity The Company's people are • Multiple learning and Improves people
and Skill the key contributors to value development programs experience that
Management creation. Recruiting qualified to upskill and reskill has a direct impact
members to fill the relevant people on the Company's
positions and training them • Robust system for members and
adequately in including niche acquiring and retaining customer satisfaction.
skills is key to servicing our the right talent It prepares them
clients and driving future to achieve the
growth. It also enables the Company's strategic
Company to provide a quality goals, which increases
differentiator. customer satisfaction
and business
performance.
8 People Opportunity The health and safety of the Happiest Minds believes
Engagement, Company's teams as well as that Diversity & Inclusion
Diversity, and their physical, emotional, and is a journey and not a
Inclusion mental well-being is critical destination. The Company
to keeping them motivated, strives to ensure that
driving their productivity, and everyone can retain their
influencing their retention. identity that reflects their
Diversity and Inclusion is cultural experiences and
essential as it helps in bringing feelings. The 'Happiest
diverse talent within the Minds Diversity Council'
organization and thus drives a focuses on building and
thriving and innovative culture. sustaining a strong, diverse,
It also helps the Company equitable & inclusive
understand the needs of its culture by implementing
diverse and global customer new programs and policies,
base. guided by the feedback
the Company receives
from the members.
Diverse Talent
- Tapping Talent across
Tier 1 & Tier 2 Cities
within India to get
diverse mix across
179
risk or
opportunity
- Flexi work locations Attrition in diverse
- Bengaluru, Noida, talent is an ongoing
Pune to support from challenge that is faced
various base locations & across the industry,
Transfers within and Happiest Minds
- Gender Diversity Ratio is taking constant
for Campus at 40% retention measures &
- To Hire Diverse Talent – assessing our policies
Review various avenues & practices to retain
like Women Special diverse talent.
Hiring Drive through job
portal for hiring more
women candidates
- To make the Company's
Job Descriptions more
inclusive, it uses a
gender neutral language
to attract diverse talent
To develop internal Aura
talent
- Exclusive Women
Leadership Development
for Mid Managers
covering various
elements of Holistic
development for
leadership roles
- Aura Learning Circles
- learning platform
for Aura community
through webinars,
book clubs, interesting
articles etc.
- Inspiring Series of Panel
Discussion to motivate
the Company's Aura
members with stories of
women leaders
- Choose to Challenge
with Nidhi Gupta,
Product Manager,
Google; Panel
Discussion with Ram
Mohan one of our
EB members; Panel
Discussion with
Happiest Minds Client
Women Leaders across
geographies
180
risk or
opportunity
Engagement & Awareness
The Company conducts
sensitization programs
on Diversity and Inclusion
which focuses on building
skills to enable 2,865
Happiest Minds to leverage
the strengths of diverse
teams and customers. The
Company also has training
programs around inclusion
which help in mitigating
unconscious bias. The
annual Diversity Summit,
which had over 3,000
participants had a range
of experiences, including
sign language, LGBTQiA+
awareness among other
diversity themes.
A series of communication
on various aspects of
diversity and inclusion is
sent through the year.
Thought Leadership
Women leaders bagged
multiple recognitions
- Priya Kanduri - Women
in Tech Award from Asia
Pacific HRM Congress
- Preeti Menon - Top 20
Female Cloud Leader in
2021 in Sociable
Recognition
Top 25 Best Workplaces
for Women (3 consecutive
years
9 Social Opportunity Business must be rooted in Happiest Minds strives to Creating harmonious
Responsibility community and be aligned be a good corporate citizen relationships with the
with its larger interests. Any with special emphasis community provides
adversarial relationship can on environmental a secure, social
hurt the Company's ability to responsibility and driving license to operate.
create long-term value. inclusivity. Also, being socially
responsible, Happiest
Minds believes in the
holistic improvement
of the ecosystem.
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SECTION B: MANAGEMENT AND PROCESS DISCLOSURES

The National Guidelines for Responsible Business Conduct (NGRBC) as prescribed by the Ministry of Corporate Affairs advocates
nine principles referred to as P1-P9 as given below:
P1 Businesses should conduct and govern themselves with integrity in a manner that is ethical, transparent and accountable
P2 Businesses should provide goods and services in a manner that is sustainable and safe
P3 Businesses should respect and promote the well-being of all employees, including those in their value chains
P4 Businesses should respect the interests of and be responsive towards all its stakeholders
P5 Businesses should respect and promote human rights
P6 Businesses should respect, protect and make efforts to restore the environment
P7 Businesses when engaging in influencing public and regulatory policy should do so in a manner that is
responsible and transparent
P8 Businesses should promote inclusive growth and equitable development
P9 Businesses should engage with and provide value to their consumers in a responsible manner
Disclosure questions P1 P2 P3 P4 P5 P6 P7 P8 P9
P1 Ethics & P2 Product P3 Human P4 Respon- P5 Respect P6 Re- P7 Public P8 P9 Customer
Transpar- Responsi- Resources siveness to for Human sponsible Policy Inclusive Engagement
ency bility Stakeholders Rights Lending Advocacy Growth
Policy and management processes
1. a. Whether your Yes Yes Yes Yes Yes Yes Yes Yes Yes
entity’s policy/
policies cover each
principle and its
core elements of
the NGRBCs. (Yes/
No) ^
b. Has the policy been Yes Yes Yes Yes Yes Yes Yes Yes Yes
approved by the
Board? (Yes/No)
{Refer Note 1}
c. Web link of the https://www.happiestminds.com/investors/policy-documents/Business%20Responsibility%20Policy.pdf
policies, if available
2. Whether the entity has Yes Yes Yes Yes Yes Yes Yes Yes Yes
translated the policy
into procedures. (Yes /
No)
3. Do the enlisted NO
policies extend to your
value chain partners?
(Yes/ No)
4. Name the national and ISO 9001:2015
international codes/ ISO 27001:2013
certifications/ labels/
standards
5. Specific commitments, 1. Achieve carbon neutrality in the Company's operation by 2030
goals, and targets 2. Establish and drive sustainable power usage & water conservation techniques
set by the entity with 3. Establish volunteering and community involvement programs to cover at least 20% of the Company's teams
defined timelines, if 4. Launch Happiest Minds Foundation with a clear charter by March 2023
any. 5. Attain the target of 10 Mn meals through Akshaya Patra
6. Disclosure levels to be in the top 10% of comparable and best-listed entities in India
7. To win IoD or ICSI Awards for Excellence in Corporate Governance
6. Performance of the At each Board Meeting, the following are presented and reviewed:
entity against specific 1. Performance against annual financial and strategy plan
commitments, goals 2. Review of the inorganic growth plans of the Company
and targets along with 3. Objective set for the Management vs. Achievement
reasons in case the 4. Performance against priorities for the Management for the quarter
same are not met. 5. Review of CSR, Environmental Compliances, sustainability framework, and Corporate Governance reports
182
Governance, Leadership and Oversight

7. Statement by the director responsible for the business responsibility report, highlighting ESG-related challenges, targets and achievements
(listed entity has flexibility regarding the placement of this disclosure)
Message from President, Operations - Aurobinda Nanda
(Reference Page No. 68 of the Annual Report)
8. Details of the highest authority responsible for implementation and oversight of the Business Responsibility policy(ies).
Venkatraman Narayanan
Managing Director & CFO
(DIN: 01856347)
9. Does the entity have Yes.
a specified Committee
Happiest Minds has formulated an ESG Committee approved by the Board responsible for decision-making and
of the Board/Director
incorporating sustainability in core business decisions and internal operations.
responsible for
decision-making on This is a management level committee comprising of senior members across major functions at the Company, chaired
sustainability-related by a member of the senior management team.
issues? (Yes / No). If
yes, provide details. ESG Committee focuses on the Company’s ESG strategy and road map to achieve set targets. The ESG Committee
also works on improving the Company’s ESG disclosures to effectively demonstrate the Company's ESG commitment
to its stakeholders. The ESG Committee comprises of members across different functions and businesses that help
in identifying ESG-related risks and related financial impacts for the Company.
The ESG team meets once every quarter to review the ESG progress and performance.
10. Details of Review of NGRBCs by the Company:

Subject for Review Indicate whether a review was undertaken by Frequency (Annually / Half Yearly / Quarterly /
the Director / Committee of the Board / Any Any other – please specify)
other Committee
P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9
Performance against Y Y Y Y Y Y Y Y Y Q Q Q Q Q Q Q Q Q
the above policies and
follow-up action
Compliance with Y Y Y Y Y Y Y Y Y Q Q Q Q Q Q Q Q Q
statutory requirements
of relevance to
the principles, and
rectification of any
non-compliances
Y - Yes, Q - Quarterly
11. Has the entity carried out an independent assessment/evaluation of the working of its policies by an external agency?
(Yes/No). If yes, provide the name of the agency.
No. The processes and compliances, however, may be subject to scrutiny by internal auditors and regulatory compliances, as
applicable. From a best practices perspective as well as from a risk perspective, policies are periodically evaluated and updated
by various department heads and business heads and approved by the management or board. An internal assessment of the
workings of the Business Responsibility (BR) policies has been done.
12. If the answer to question (1) above is “No” i.e., not all Principles are covered by a policy, reasons to be stated:
Not Applicable.
183
SECTION C: PRINCIPLE-WISE PERFORMANCE DISCLOSURE

PRINCIPLE 1 Businesses should conduct and govern themselves with integrity, and in a manner
that is Ethical, Transparent and Accountable.
ESSENTIAL INDICATOR
1. Percentage coverage by training and awareness programmes on any of the principles during the financial year.
Segment Total number of Trainings and Topics/Principles covered % Of persons in their
Awareness Programs Held under the Respective Categories
training and its impact Covered by the
Awareness Programs
Board of Directors / Program was conducted online, one was done on VILT platform,
Key Managerial o Understand the many hidden negative results of conventional 0 (0%) members of Board of
Personnel (KMP) business in terms of both energy and materials processing Director have gone through
o Re-imagine a system of profitable businesses delivering the goods the awareness program
and that the company needs with none of the hidden negatives that in the last year
it does not want.
o Understand the essential requirements for profitable, durable, 1 (100%) member of KMP have
and healthy businesses that consistently support their entire gone through the awareness
community thru time program in the last year
o Draw insight from the most successful design consultant available
and use that insight during the redesign of the business process
Employees other o Develop effective and accurate systems that measure sustainable 1,428 (34%) members have
than the Board of business progress within organizations over time gone through the awareness
Directors or KMPs o Identify deceptive marketing techniques of impostor organizations program in the last year
that pose as legitimate practitioners of sustainable business
2. Details of fines/penalties/punishment/award/compounding fees/settlement amount paid in proceedings (by the entity or

by directors/KMPs) with regulators/law enforcement agencies/judicial institutions, in the financial year, in the following
format (Note: The entity shall make disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing
Obligations and Disclosure Obligations) Regulations, 2015 and as disclosed on the entity’s website):
Nil
3. Of the instances disclosed in Question 2 above, details of the Appeal/Revision preferred in cases where monetary or non-
monetary action has been appealed.
Not Applicable
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web
link to the policy.
The Company does not have a separate Anti-bribery policy; however, clause 5.1 of the Integrity Policy of the Company covers
the requisites of an Anti-bribery policy. Happiest Minds’ values are Sharing, Mindful, Integrity, Learning, Excellence, and Social
Responsibility (SMILES). Values guide behaviour. Integrity, one of the core values, involves respecting commitments not just in
letter, but in spirit, by being reliable, trustworthy & dependable, exhibiting professional, intellectual and financial integrity by
being truthful, transparent & honest, and sticking up for the right, not just the convenient.
Happiest Minds Technologies Ltd. has articulated this Integrity Policy to build a shared understanding in a diverse, multi-cultural,
multi-locational environment. Happiest Minds places a very high value on integrity. Each of its stakeholders – Directors, Members
of the Board, Members of the Advisory Board, Happiest Minds (team), Partners, Suppliers, and Consultants (“Stakeholders”)–
are responsible for complying with all applicable laws and regulations in each country in which the Company does business
and for knowing and complying with the Integrity Policy. The Policy expects that no one at the Company practices any illegal or
unfair means to do business and should not accept or give bribes, kickbacks, loans, inducements, gifts, favours, or any other
improper payments, direct or indirect, to any government officials, current or prospective customers, suppliers or competitors
to win a contract or for some commercial gain.
The policy is shared on the Company’s website: https://www.happiestminds.com/investors/policy-documents
184
5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement
agency for the charges of bribery/corruption:
FY 2021-22 FY 2020-21
Directors
KMPs NIL NIL
Employees
6. Details of complaints with regard to conflict of interest

FY 2021-22 FY 2020-21 FY 2021-22 FY 2020-21
Number Remarks Number Remarks
Number of complaints received in relation to
NIL NIL NIL NIL
issues of conflict of interest of directors
Number of complaints received in relation to
NIL NIL NIL NIL
issues of conflict of interest of KMPs
7. Provide details of any corrective action taken or under way on issues related to fines/penalties/action taken by regulators/
law enforcement agencies/judicial institutions, on cases of corruption and conflicts of interest.
Not Applicable
LEADERSHIP INDICATORS
1. Awareness programmes conducted for value chain partners on any of the principles during the financial year.
Total number Topics/Principles covered % of value chain partners covered (by the value of business
of awareness under the training done with such partners) under the awareness programmes
programmes held
1. Prevention Of Sexual
2 Harassment (POSH) training 100%
2. ISMS Training
2. Does the entity have processes in place to avoid/manage conflict of interests involving members of the board? (Yes/No) If
yes, provide details of the same.
Yes, the Code of Conduct for Directors and Senior Management covers the definition of ‘conflict of interest’. Clause 5 (5.1) (D)
explains the requirement of not involving in any subject matter which could cause a conflict of interest. Managerial Excellence
and Development of Agile Leaders (MEDAL) covers the training program on avoiding conflicts to employee categories C7 and
above (around 120 employees). The ‘WE HEAR’ tool is the mechanism followed by the Company where the matter of conflict
can be raised and sent by email to the CPO directly. Later, a team is formed to resolve the conflict.
PRINCIPLE 2 Businesses should provide goods and services in a manner that is sustainable and safe
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and
social impacts of product and processes to total R&D and capex investments made by the entity, respectively.
FY 2021-22 FY 2020-21 Details of improvement in
Environmental and Social impacts
R&D NA NA NA
Capex NA NA NA
2. Does the entity have procedures in place for sustainable sourcing? (Yes/No)
a. Yes, Happiest Minds is working proactively with vendors and suppliers to drive social and environmental standards in the
supply chain. To implement the ESG standards across the supply chain, a value chain sustainability framework is in place,
along with a sustainable sourcing policy and vendor’s code of conduct.
b. If yes, what percentage of inputs were sourced sustainably?”

60% of all inputs were sourced sustainably as per the sustainable sourcing policy.
185
3. Describe the processes in place to safely reclaim your products for reusing, recycling, and disposing at the end of life, for
(a) Plastics (including packaging), (b) E-waste, (c) Hazardous waste, and (d) other waste.
Being an IT company, there is limited scope for using recycled material as processed inputs. Nonetheless, the Company is
constantly seeking out opportunities to recycle waste.
The Company follows the below-mentioned processes to dispose waste safely:
a) Disposing off the plastic waste with Bruhat Bengaluru Mahanagara Palike (BBMP) & non usage of plastic garbage covers
and plastic products in the cafeteria
b)
IT team sends E-Waste to Karnataka State Pollution Control Board (KSPCB) licensed vendors & receive the
certificate of disposal
c) Disposal of hazardous waste like DG filters to KSPCB licensed vendors
d) Disposal of other paper wastes to BBMP
e) Food waste & dry waste is recycled into manure & used for in-house garden
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the waste
collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If
not, provide steps taken to address the same.
Not Applicable
1. Has the entity conducted Life Cycle Perspective/Assessments (LCA) for any of its products (for manufacturing industry) or
for its services (for service industry)? If yes, provide details in the following format?
Not applicable
2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of your
products / services, as identified in the Life Cycle Perspective/Assessments (LCA) or through any other means, briefly
describe the same along with action taken to mitigate the same.
Not applicable
3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing industry)
or providing services (for service industry).
Not Applicable
4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and safely
disposed, as per the following format:
Not Applicable
5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category.
Not Applicable
PRINCIPLE 3 Businesses should respect and promote the well-being of all employees, including
those in their value chains
1. a. Details of measures for the well-being of employees
Category % Of employees covered by
Total (A) Health insurance Accident insurance Maternity Paternity Day
benefits benefits care facilities
No. (B) % (B/A) No. (C) % (C/A) No. (D) % (D/A) No. (E) % (E/A) No. (F) % (F/A)
PERMANENT EMPLOYEES
Male 2,777 2,777 100% 2,777 100% 0 0% 160 6% 0 0
Female 967 967 100% 967 100% 76 8% 0 0% 0 0
Total 3,744 3,744 100% 3,744 100% 76 2% 160 4% 0 0
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Category % Of employees covered by

Total (A) Health insurance Accident insurance Maternity Paternity Day
benefits benefits care facilities
No. (B) % (B/A) No. (C) % (C/A) No. (D) % (D/A) No. (E) % (E/A) No. (F) % (F/A)
OTHER THAN PERMANENT EMPLOYEES
Male 292 71 24% 71 24% 292 100% - - 292 100%
Female 132 46 35% 46 35% 132 100% - - 132 100%
Total 424 117 28% 117 28% 424 100% - - 424 100%
* Benefits provided during the reporting time period.
* All partners are provided Health & Accident Insurance - Happiest Minds provides to Team Lease-partners & those deployed from other
third party vendors are covered by the respective vendor
b Details of measures for the well-being of workers

Not Applicable
2. Details of retirement benefits for the current and previous financial year
Benefits FY 2021-22 FY2020-21
No. of No. of Deducted and No. of No. of Deducted and
employees workers deposited with employees workers deposited with
covered as covered as the authority covered as covered as the authority
a % of total a % of total (Y/N/N.A.) a % of total a % of total (Y/N/N.A.)
employees workers employees workers
PF 100% NA Y 100% NA Y
Gratuity 100% NA Y 100% NA Y
ESI 0.4% NA Y 1.7% NA Y
Others – please specify - - - - - -
3. Accessibility of workplaces
Are the premises/offices accessible to differently-abled employees as per the requirements of the Rights of Persons with
Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.
Happiest Minds has a diverse and inclusive culture that prides itself on gender diversity, generational diversity, persons with
different abilities, and so on. All the Company's facilities are wheelchair accessible, making it convenient for a person to
move around. For those in need, the Company also provides motorized wheelchairs that one can use in the office premises.
Every single Happiest Mind is accepted, valued, and celebrated.
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so,
provide a web link to the policy.
Yes, the Company has an ‘Equal Opportunity Statement’, which is shared on the Company's intranet platform.
5. Return to work and retention rates of permanent employees that took parental leave.
Gender Permanent employees
Return to work rate Retention rate
Male 100% 100%
Female 100% 100%
Total 100% 100%
6. Is there a mechanism available to receive and redress grievances for the Permanent and Non-permanent
employees’ categories of employees? If yes, give details of the mechanism in brief.
Permanent Employees Yes
Other than Permanent Employees Yes
'We Hear' is the Company's application where anyone who is a victim of or witness to sexual harassment or discrimination can
raise a complaint with their name or anonymously. This complaint is directed to the Chief People Officer and further action
taken to have it addressed and resolved with the help of the Internal Committee (IC).
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The IC members consist of more than 50% of the female members and one external member trained in handling any case
without any bias.
1. The Audit Committee has been mandated to establish a vigil mechanism for reporting genuine concerns or grievances.
2. The Administrative and Stakeholders Relationship Committee has been formed for the redressal of all security holders’
and investors’ grievances, such as complaints related to transfer of shares, including non-receipt of share certificates and
review of cases for refusal of transfer/transmission of shares and debentures, non-receipt of the balance sheet, non-receipt
of declared dividends, non-receipt of annual reports, etc., and assisting with quarterly reporting of such complaints.
3. Internal Committee, as mandated by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, has been set up to redress complaints received regarding sexual harassment. The company has
also appointed a lawyer as an external member of the Internal Committee, who specializes in Prevention of Sexual
Harassment (“POSH”) and Protection of Children against Sexual Offences Acts.
7. Membership of employees and worker in association(s) or Unions recognized by the listed entity:
There is no Union/Association in Happiest Minds that members are affiliated to.
8. Details of training given to employees and workers

FY 2021-22 FY2020-21
On Health and On On Health and On
Category Safety Measures Skill Upgradation
Total (A) Total (A) Safety Measures Skill Upgradation
No. (B) % (B/A) No. (C) % (C/A) No. (B) % (B/A) No. (C) % (C/A)
EMPLOYEES
Male 2,777 2,777 100% 1,186 49% 2,136 2,136 100% 1,235 58%
Female 967 967 100% 494 58% 682 682 100% 426 62%
Total 3,744 3,744 100% 1,680 51% 2,818 2,818 100% 1,661 59%
9. Details of performance and career development reviews of employees and workers

Category FY 2021-22 FY2020-21
Total (A) No. (B) % (B/A) Total (C) No. (D) % (D/C)
EMPLOYEES
Male 2,777 2,777 100% 2,136 2,136 100%
Female 967 967 100% 682 682 100%
Total 3,744 3,744 100% 2,818 2,818 100%
10. Health and Safety management system:

a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/No). If
yes, the coverage of such a system?
Yes, the ‘Health and Safety Policy’ covers all Happiest Minds including Trainees, Consultants and Partners.
b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine
basis by the entity?
• The Company has created and maintained a safe working environment by identifying hazards and assessing and
minimizing risks.
• The Company monitors the internal health and safety performance, including work-related accidents, incidents, and
significant ill-health occurrences such as epidemic threats and investigates those that do occur and helps reduce
their number and severity.
• The Company works closely with appropriate external agencies and within its industry to ensure the continued
adoption of appropriate best-practice in health and safety management.
• The Company communicates, involves, and actively engages in training all employees on health and safety issues.
• The Company ensures periodic review of Health and Safety reports to comply with health and safety legislation.
• The Company encourages its suppliers, contractors, and business partners to adopt best practices in health and safety.
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c. Whether you have processes for workers to report the work-related hazards and to remove themselves from such
risks.
Given the nature of the business, this is not directly applicable.
d. Do the employees/workers of the entity have access to non-occupational medical and healthcare services?
Yes, the Company has tie-ups with hospitals for consulting and has provided access to Doctor 24x7, a tele-consulting free
application to all the members. It has also provided the following facilities
• COVID-19 insurance
• Salary Advances & Compassionate Loans are provided for Happiest Minds who test COVID positive.
• Medical Tele-consultation for members and their families.
11. Details of safety-related incidents

Safety Incident/Number Category FY 2021-22 FY 2020-21
Lost Time Injury Frequency Rate (LTIFR) (per one Employees NIL NIL
Mn-person hours worked)
Total recordable work-related injuries Employees NIL NIL
No. of fatalities (safety incident) Employees NIL NIL
High consequence work-related injury or ill-health Employees NIL NIL
(excluding fatalities)
12. Describe the measures taken by the entity to ensure a safe and healthy workplace
The organisation emphasises the importance of maintaining a safe and healthy workplace for all its members and third-party
teams who work on its premises. The Company has Health and Safety Policy which includes measures such as:
1. Monitoring the internal health and safety performance, including work-related accidents, incidents, and significant ill-health
occurrences such as epidemic threats, shall investigate those that occur and work to help reduce their number and severity.
2. Working closely with appropriate external agencies and within its industry to ensure the continued adoption of appropriate
best-practice in health and safety management.
3. Emergency Team dealing with severe incidents involving safety threats to the Company’s locations with potential health
and safety implications for team members, clients, or visitors at the Company locations. The Facilities & Administration
Team acts in case of fire alarms, medical situations, and partial or total evacuations of the Company location in question.
The members of these teams receive relevant training on an annual basis.
13. Number of complaints on the following made by employees:

FY 2021-22 FY 2020-21
Filed Pending Remarks Filed Pending Remarks
during the year resolution at during the year resolution at
the end of year the end of year
Working conditions NIL NIL - NIL NIL -
Health and safety NIL NIL - NIL NIL -
14. Assessments for the year:

% of your plants and offices that were assessed (by entity or statutory authorities
or third parties)
Health and safety practices There have been no assessments done so far. However, the company does cover health
Working Conditions issues like Covid-19 and safety precautions in its Risk register with a Moderate risk impact
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on
significant risks / concerns arising from assessments of health and safety practices and working conditions.
Not Applicable.
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1. Does the entity extend any life insurance or any compensatory package in the event of death of? (A) Employees (Y/N)
(B) Workers (Y/N).
(A) Yes, Life Insurance is provided as part of the Group Term Life Policy, which provides compensation to the insured person’s
family in case of a Happiest Minds’ death.
(B) Not applicable as Happiest Minds Technologies Limited is an IT Company.
2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the
value chain partners.
The Company ensures that statutory dues as applicable to the transactions within the remit of the Company are deducted
and deposited in accordance with extant regulations. This activity is also reviewed as part of the internal and statutory audit.
The Company expects its value chain partners to uphold business responsibility principles and values of transparency and
accountability.
3. Provide the number of employees having suffered high consequence work-related injury / ill-health / fatalities (as reported
in Q11 of Essential Indicators above), who have been rehabilitated and placed in suitable employment or whose family
members have been placed in suitable employment:
Total no. No. of employees that are rehabilitated and placed in suitable
of affected employees employment or whose family members have been placed in
suitable employment
FY 2021-22 FY 2020-21 FY 2021-22 FY 2020-21
Employees NIL NIL NIL NIL
4. Does the entity provide transition assistance programmes to facilitate continued employability and the management of
career endings resulting from retirement or termination of employment? (Yes/No)
Happiest Minds does not have a retirement age; hence this is not applicable.
5. Details on assessment of value chain partners

% Of value chain partners (by the value of business done with such partners) that were assessed
Health and As part of the Company’s Value Chain Sustainability Framework, the Company expects all of its
safety practices value chain partners to follow extant regulations, including health and safety practices and working
Working conditions conditions. Policy on Sustainable Sourcing and ESG are in place to ensure fair working conditions.
These parameters are not explicitly captured or measured, but the Company has conducted a Vendors
Feedback survey to ascertain the impact of health and safety practices.
6. Provide details of any corrective actions taken or underway to address significant risks/concerns arising from assessments
of health and safety practices and working conditions of value chain partners
No corrective action plan has been necessitated regarding the above-mentioned parameters in FY 2021-22. Still, the Company
conducted a Vendors Feedback survey to ensure the health and safety practices to improve the process, which helps build a
good relationship with value chain partners.
PRINCIPLE 4 Businesses should respect the interests of and be responsive to all its stakeholders
ESSENTIAL INDICATOR
1. Describe the processes for identifying key stakeholder groups of the entity.
The stakeholders that could be identified can be employees, shareholders and investors, customers, channel partners,
and key partners, regulators, lenders, vendors, credit rating agencies, communities, and non-governmental organizations.
Key stakeholders are identified in consultation with the Company’s management to prioritize. The Company understands
that a broad and inclusive materiality process, including stakeholder engagement with individual or group of individuals
or institutions that adds value to the business chain, is identified as a key stakeholder. The expectations and concerns of
identified stakeholders help in the prioritization of strategy, policies, and action plans for the environment, economy, and
society. The key stakeholder groups that will be the recipient of the Company's CSR contribution are decided by the Board of
Directors’ CSR Committee.
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2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group.
Key Whether Channels of communication Frequency of Purpose and scope of
Stakeholders identified as (Email, SMS, Newspaper, engagement (Annually/ engagement including key
Vulnerable & Pamphlets, Advertisement, Half Yearly/ Quarterly/ topics and concerns raised
Marginalised Community Meetings, Notice Others – please during such engagement
Group (Yes/No) Board, Website), Others specify)
Customers No Project-related calls As needed • Achieve a Net Promoter
and meetings; project Score range of 55 by 2026
management reviews; • 95% or more customers
relationship meetings and score 7 on a 9-point scale
reviews; executive meetings in the Customer Happiness
and briefings; customer visits; survey
responses to RFIs/RFPs; • Repeat business of more
sponsored events; mailers; than 90%, reaching 95% plus
newsletters; brochures by 2031
Company website; social Continuous
• Track Value Adds with 30%
media (LinkedIn, Twitter,
customer coverage every
Facebook, Instagram)
year
Customer Happiness Surveys; Annual
sponsored community events
People No Town halls; project or Continuous • Effort toward personal
operations reviews; well-being and happiness
video conferences; audio since the date of joining the
conference calls; Performance Company
Evaluation Programme; • Happiest Minds score 7
YAMMER (employee forum); on a 9-point scale in the
one-on-one counselling; Happiness Index
iAppreciate (Portal for • Create an atmosphere to be
employee appreciation); recognized as amongst the
Leave donation (Donating top 3 places to work in the
Leave for fellow Employees Indian IT services industry
in need); Wellness programs;
Employee Engagement
programs; Employee
Committees; CSR clubs
Annual reviews Annual
Shareholders No Press releases and press As needed • Highest standards of
& Investors conferences; email advisories; Corporate Governance
in-person meetings; investor • Transparency and disclosure
conferences;disclosure; • Establish leadership in
social and environmental Environment Social and
sustainability Governance standards
Financial statements in Ind Quarterly
AS and IFRS; earnings call;
exchange notifications; press
conferences
Investors page on the Continuous
Happiest Minds website
Annual General Meeting; Annual
Annual Report
Alliance No Meetings/calls; visits; Partner As needed • Enhance and actively
Partners events; Conference calls; engage in Innovations;
Business reviews • Be a partner for digital
technologies
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Key Whether Channels of communication Frequency of Purpose and scope of

Stakeholders identified as (Email, SMS, Newspaper, engagement (Annually/ engagement including key
Vulnerable & Pamphlets, Advertisement, Half Yearly/ Quarterly/ topics and concerns raised
Marginalised Community Meetings, Notice Others – please during such engagement
Group (Yes/No) Board, Website), Others specify)
Community No Presentations; Reviews; As needed • Being a responsible
calls and meetings; surveys; Corporate Citizen;
consultative sessions; • Promote Sustainable
field visits; due diligence; Development and Socially
conferences and seminars; Responsible Culture
surveys; press releases; press
conferences; sponsored
events Contribute time and
financial resources to a social
cause. Actively engage,
participate and support social
and environmental causes and
associate with organizations
working towards this goal
Vendors No Project management reviews; As needed • Fair business practices
relationship meetings and • Governance
reviews; contracts • Sustainability of Demand
• Creditworthiness
• Promote small businesses
Government No • Representations on As needed Participate in National
and consultative papers by economic development
Regulatory regulatory authorities
Bodies • Interactions with statutory
bodies like SEBI, Labour
Authorities, CPCB, etc.
• Policy Advocacy
• Interactions /
Representations with
government through
industry associations like
NASSCOM, FICCI,
ASSOCHAM, CII
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1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and social
topics or if consultation is delegated, how is feedback from such consultations provided to the Board.
Happiest Minds undertakes materiality as one of the critical processes in identifying and prioritizing the most pertinent
issues. Key stakeholders are identified through an exercise undertaken in consultation with the Company's management.
The prioritized list includes everyone from customers, employees, shareholders, investors, government and regulatory bodies,
communities and NGOs, staffing agencies, alliance partners, and other vendors. A stakeholder interaction exercise with both
internal and external stakeholders is then undertaken as part of the development of this report.
Consultation medium between stakeholders, Company Management, and Board takes place through various channels
as listed below.
S. No. Identified Stakeholder Consultation Process
Stakeholder Group
1 Customers Project-related calls and meetings; project management reviews; relationship meetings and
reviews; executive meetings and briefings; customer visits; responses to RFIs/RFPs; sponsored
events; mailers; newsletters; brochures, Company website; social media (LinkedIn, Twitter,
Facebook, Instagram); Customer Happiness Surveys; sponsored community events
2 People Town halls; project or operations reviews; video conferences; audio conference calls; PEP;
YAMMER (employee forum); one-on-one counselling; iAppreciate (Portal for employee
appreciation); Leave donation scheme (Donating Leave for fellow Employees in need); Wellness
programs; Employee Engagement programs; Annual reviews; Employee Committees
3 Shareholders Press releases and press conferences; email advisories; in-person meetings; investor
& Investors conferences; disclosure; social and environmental sustainability, financial statements in Ind AS
and IFRS; earnings call; exchange notifications; press conferences; Investors page, on Happiest
Minds website Annual General Meeting; Annual Report
4 Alliance Partners Meetings/calls; visits; Partner events; Conference calls; Business reviews
5 Community Presentations; Project meetings; Reviews; calls and meetings; surveys; consultative sessions;
field visits; due diligence; conferences and seminars; surveys; press releases; press
conferences; sponsored events; Contribute time and financial resources in a social cause,
actively engage, participate and support social and environmental causes and associate with
organizations working towards this goal
6 Vendors The Company has conducted a vendor satisfaction survey during the year and are in the
process of implementing the Vendor Audit and the Self-assessment questionnaire on ESG
7 Government & Inputs towards drafting new policies, rules & regulations
Regulatory Bodies
2. Whether stakeholder consultation is used to support the identification and management of environmental, and social
topics (Yes / No). If so, provide details of instances as to how the inputs received from stakeholders on these topics were
incorporated into the policies and activities of the entity.
Yes. ESG requirements in RfP from customers demand information and commitment on carbon neutrality, science-based targets,
diversity, inclusion, equity, etc. Such requirements have been taken into account and have internalized the ESG requirements
with the existing ESG framework in consultation with Happiest Minds' Executive Board.
3. Provide details of instances of engagement with, and actions are taken to, address the concerns of vulnerable/marginalised
stakeholder groups.
Not Applicable
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PRINCIPLE 5 Businesses should respect and promote human rights

1. Employees who have been provided training on human rights issues and policy(ies)
Category FY 2021-22 FY 2020-21
Total (A) No. of employees % (B/A) Total (C) No. of employees % (D/C)
covered (B) covered (D)
EMPLOYEES
Permanent 3,744 3,744 100% 2,136 2,136 100%
Other than Permanent 424 424 100% 682 682 100%
Total employees 4,168 4,168 100% 2,818 2,818 100%
2. Details of minimum wages paid to employees and workers, in the following format
Category FY 2021-22 FY 2020-21
Total Equal to More than Total Equal to More than
(A) Minimum Wage Minimum Wage (D) Minimum Wage Minimum Wage
No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D)
EMPLOYEES
Permanent 3,744 40 1% 3,704 99% 2,730 43 2% 2,687 98%
Male 2,775 31 1% 2,744 99% 2,053 27 1% 2,026 99%
Female 969 9 1% 960 99% 677 16 2% 661 98%
Other than Permanent 424
Male 292 All Other Than Permanent employees are under the payroll of third-party vendors
Female 132
3. Details of remuneration/salary
Male Female
Number Median remuneration/ Number Median remuneration/
salary/wages of salary/wages of
respective category in ` respective category in `
Board of Directors (BoD)
3 1,22,45,900 NA NA
(Whole-time directors)
Key Managerial Personnel (other than BoD) 1 50,00,800 NA NA
Employees other than BoD and KMP* 2,771 13,03,700 969 9,00,000
Workers N/A N/A N/A N/A
4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or
contributed to by the business? (Yes/No)
Yes, Happiest Minds has an Internal committee that handles all human rights impacts or issues.
5. Describe the internal mechanisms in place to redress grievances related to human rights issues
Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment. The company has
also appointed a lawyer as an external Internal Committee member who specializes in the Prevention of Sexual Harassment
(“POSH”) and Protection of Children against Sexual Offences Acts.
With respect to other human rights issues, the below mechanism is in place:
• Raising a complaint in the “We Hear” application in Smiles Central. The request shall be assigned to Chief People Officer.
If the complaint is against the Chief People Officer, the Happiest Mind can directly submit the complaint to the Executive
Board and the Executive Chairman. This complaint shall then be referred to the Internal Committee.
• Sending the complaint or contacting any member of the IC.
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6. Number of Complaints on the following made by employees and workers:

FY 2021-22 FY 2020-21
Filed Pending Remarks Filed Pending Remarks
during resolution at the during resolution at the
the year end of the year the year end of the year
Sexual Harassment NIL NIL - NIL NIL -
Discrimination at workplace NIL NIL - NIL NIL -
Child labour NIL NIL - NIL NIL -
Forced labour / Involuntary labour NIL NIL - NIL NIL -
Wages NIL NIL - NIL NIL -
Other human rights related issues NIL NIL - NIL NIL -
7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases
The Company is an equal employment opportunity provider. As part of its Equal Opportunity Policy, it provides equal
opportunities at all levels of employment without discrimination on the grounds of race, ethnicity, nationality, gender, language,
age, sexual orientation, religion, marital status, socio-economic status, or special ability. During the fiscal year, it has hired
1,736 people, out of which 469 were women.
• An awareness program is conducted for all new hires on discrimination and harassment.
• The policy is drafted and shared across the organization for quick reference.
• Posters are put up in all common areas on Do’s and Don’ts with contact details in the case, employees wish to
raise a complaint.
• Employees can raise concerns or complaints with the Company's internal tool “We Hear”.
The Company has a policy against sexual harassment and a formal process for dealing with complaints of harassment or
discrimination. The Company has strict guidelines for preventing sexual harassment. POSH training is conducted regularly;
this is mandatory for all new joiners. The Company encourages participation of women & building representation through
focused initiatives and interventions. Regarding the same, Happiest Minds has policies implemented to build a conducive
workplace for women.
To prevent any adverse impact, the Company has undertaken initiatives to make the workplace safe for women, which include
building employee awareness and stringent guidelines on Prevention of Sexual Harassment.
As a responsible organization, Happiest Minds has always believed in providing its members with a supportive
work environment.
8. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
Yes. All business agreements and contracts with Happiest Minds are bound by the Code of Conduct, and abiding by the
fundamentals of Human Rights is a pre-requisite to conducting the business.
9. Assessments for the year

% Of offices that were assessed (by the entity or statutory authorities or third parties)
Child labour The Company follows the laws, as applicable. Although no assessment was done by the
Forced/involuntary labour Company, no complaints were received.
Sexual harassment
Discrimination at workplace
Wages
Others – please specify
10. Provide details of any corrective actions taken or underway to address significant risks/concerns arising from the
assessments at Question 9 above.
With a detailed assessment of topics mentioned above related to Human Rights, the Company has followed the applicable
laws. Hence, it does not foresee any significant risks/concerns.
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1. Details of a business process being modified/introduced as a result of addressing human rights grievances/complaints.
The Company has not received any grievances or complaints regarding Human Rights Violation in FY 21-22.
The following tools and processes were implemented to strengthen the Human Rights policy in the Company:
• WE HEAR tool allows for anonymous disclosures
• Response to the grievance raised will be within 2 working days
2. Details of the scope and coverage of any human rights due diligence conducted.
The Company has a Code of Conduct in place to ensure that all Human Rights protocols are respected and followed.
3. Is the premise/office of the entity accessible to differently-abled visitors, as per the requirements of the Rights of Persons
with Disabilities Act, 2016?
Happiest Minds has a diverse and inclusive culture that prides itself on gender diversity, generational diversity, persons
with different abilities, and so on. All facilities are wheelchair accessible, making it convenient for a person to move around.
For those in need, the Company also provides motorized wheelchairs that one can use in the office premises. Every single
Happiest Mind is accepted, valued, and celebrated.
4. Details on assessment of value chain partners:

% Of value chain partners (by value of business done with such partners)
that were assessed
Sexual harassment The Company expects its value chain partners/vendors to adhere to the same values,
Discrimination at workplace principles, and business ethics upheld by the Company in all their dealings. No specific
Child labour assessment in respect of value chain partners/Vendors have been carried out, other than
Forced labour/Involuntary labour certain covenants where some of these parameters are being monitored closely.
Wages
Others – please specify
5. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the
assessments at Question 4 above.
No corrective action plan has been necessitated on the above-mentioned parameters in FY 2021-22.
PRINCIPLE 6 Businesses should respect and make efforts to protect and restore the environment
Essential Indicators
1. Details of total energy consumption (in Joules or multiples) and energy intensity
Parameter* FY 2021-22 FY 2020-21
Total electricity consumption (A) (GJ) 4,007.16 3,695.94
Total fuel consumption (B) (GJ) 368.74 352.92
Energy consumption through other sources (C) - -
Total energy consumption (A+B+C) (GJ) 4,375.90 4,048.86
Energy intensity per rupee of turnover (Total energy consumption/ turnover 0.038 0.052
in Lacs rupees)
* Based on select offices and where the Corporation owns the premises.
The organizational boundary has been established using the ‘Operational Control Approach’.
Note: Indicate if any independent assessment/evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
the name of the external agency.
NO
2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and
Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have
been achieved. In case targets have not been achieved, provide the remedial action taken, if any.
Not Applicable
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3. Provide details of the following disclosures related to water.

Parameter FY 2021-22 FY 2020-21
(i) Surface water - -
(ii) Groundwater 915.4 989.15
(iii) Third party water 28 206
(iv) Seawater / desalinated water - -
(v) Others - Produced water; (Drinking Water) 40.82 40.52
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v) 984.22 1,235.67
Total volume of water consumption (in kilolitres) 124.22 417.67
Water intensity per Lacs rupees of turnover (litres of Water consumed / turnover) 1.09 5.44
4.
Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and
implementation.
The Company does not discharge untreated effluent; any surplus is treated a released according to KSPCB regulations.
Water from a borewell and treated sewage water is used for flushing and gardening. In addition, testing is conducted on a
monthly basis in accordance with the KSPCB’s regulations.
5. Please provide details of air emissions (other than GHG emissions) by the entity.
Parameter Unit FY 2021-22 FY 2020-21
NOx mg/Nm3 49.6 58
SOx mg/Nm3 7.1 6.06
Particulate matter (PM) mg/Nm3 41.4 38.4
Persistent organic pollutants (POP) NA NA NA
Volatile organic compounds (VOC) NA NA NA
Hazardous air pollutants (HAP) NA NA NA
Others – please specify NA NA NA
6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity
Parameter* FY 2021-22 FY 2020-21
Total Scope 1 emissions Metric tonnes of CO2 equivalent 27.68 26.49
Total Scope 2 emissions Metric tonnes of CO2 equivalent 879.35 811.05
Total Scope 1 and Scope 2 emissions (per Mn rupees of turnover) tCO2e 0.0079 0.0109
*Calculations are based on offices under ownership and operational control.

NO
7. Does the entity have any project related to reducing Green House Gas emissions? If yes, then provide details.
Yes. Happiest Minds have initiated the Solar Power Project (183 kWp Capacity) to reduce the energy consumption through grid
thereby reducing the Scope 2 GHG emissions.
8. Provide details related to waste management by the entity, in the following format:
Parameter FY 2021-22 FY 2020-21 FY 2019-20
Total Waste Generated (in metric tonnes)
Plastic waste (A) - - -
E-waste (B) - - NA
Bio-medical waste (C) NA NA NA
Construction and demolition waste (D) NA NA NA
Battery waste (E) NA NA NA
Radioactive waste (F) NA NA NA
Other Hazardous waste (G) - - -
Other Non-hazardous waste generated (H). 0.96 0.72 10.8
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Parameter FY 2021-22 FY 2020-21 FY 2019-20

Other Non-hazardous waste generated (H). H-1: Wet
0 0 8.4
Waste (Food Waste)
H-2: Dry wastepaper waste 0.96 0.72 2.4
Total (A+B + C + D + E + F + G + H) 0.96 0.72 10.8
For each category of waste generated, total waste recovered
through recycling, re-using, or other recovery operations
(in metric tonnes)
Category of waste
(i) Recycled - - -
(ii) Re-used - - -
(iii) Other recovery operations NA NA NA
Category 1 (Wet waste food waste) 0 0 0.5
Category 2 (Dry wastepaper waste) 0 0 0
Total 0 0 0.5
For each category of waste generated, total waste disposed of
NA NA NA
by nature of disposal method (in metric tonnes)
Category of waste NA NA NA
(i) Incineration NA NA NA
(ii) Landfilling NA NA NA
(iii) Other disposal operations NA NA NA
Category 1 (Wet waste food waste) 0 0 7.9
Category 2 (Dry wastepaper waste) 0.96 0.72 2.4
Total 0.96 0.72 10.3
NO
9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your
company to reduce the usage of hazardous and toxic chemicals in your products and processes and the practices adopted
to manage such wastes.
Given the nature of the business, there is no usage of hazardous and toxic chemicals by the organisation.
10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries,
biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals/
clearances are required, please specify details in the following format:
Whether the conditions of environmental approval / clearance are
Location of Type of
S no. being complied with? (Y/N) If no, the reasons thereof and corrective
operations/offices operations
action taken, if any
NA NA NA NA
11. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current
financial year:
Name and brief EIA Date Whether conducted by Results communicated in Relevant
details of project Notification No. independent external public domain (Yes / No) Web link
agency (Yes / No)
NA NA NA NA NA NA
12. Is the entity compliant with the applicable environmental law/regulations/guidelines in India; such as the Water (Prevention
and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, and Environment Protection Act and Rules
thereunder (Y/N). If not, provide details of all such non-compliances.
Yes, Happiest Minds is compliant with all the applicable environmental laws and regulations based on its nature of business.
198
S. No. Specify the law / regulation Provide details of Any fines / penalties / action Corrective action
/ guidelines which was the noncompliance taken by regulatory agencies taken, if any
not complied with such as pollution control
boards or by courts
NA NA NA NA NA
LEADERSHIP INDICATOR
1. Provide break-up of the total energy consumed (in Joules or multiples) from renewable and non-renewable sources, in the
following format:
From renewable sources
Total electricity consumption (A) - -
Total fuel consumption (B) - -
Energy consumption through other sources (C) - -
Total energy consumed from renewable sources (A+B+C) - -
From non-renewable sources
Total electricity consumption (D) 4,007.16 3,695.94
Total fuel consumption (E) 368.74 352.92
Energy consumption through other sources (F) NA NA
Total energy consumed from non-renewable sources (D+E+F) 4,375.90 4,048.86
NO
2. Provide the following details related to water discharged:

Water discharge by destination and level of treatment (in kilolitres)
(i) To Surface water - -
No treatment - -
With treatment – STP 860 818
(ii) To Groundwater - -
No treatment NA NA
With treatment – please specify level of treatment NA NA
(iii) To Seawater NA NA
No treatment NA NA
(iv) Sent to third-parties NA NA
No treatment NA NA
(v) Others NA NA
No treatment NA NA
Total water discharged (in kilolitres) 860 818
NO
3. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres):
Not Applicable.
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4. Please provide details of total Scope 3 emissions & its intensity, in the following format:
The Company is presently not tracking Scope 3 emissions.
name of the external agency.
NO
5.
With respect to the ecologically sensitive areas reported at Question 10 of Essential Indicators above, provide
details of significant direct & indirect impact of the entity on biodiversity in such areas along with prevention and
remediation activities.
N/A
6. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource
efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please provide details of the same as
well as outcome of such initiatives, as per the following format:
N/A
7. Does the entity have a business continuity and disaster management plan? Give details in 100 words/web-link
Happiest Minds follows a well-defined Business Continuity Plan (BCP) that guides the Company's response to natural or
human-made calamities and disasters, which could disrupt or severely contain the Company's operations. The BCP program
addresses all aspects of business continuity – Governance, Situation Monitoring, Risk Assessment, Mitigation Planning &
Tracking, Stakeholder Communication, Liaison with external entities, and Scenario Planning. The Company has a specific
task force to drive the transition to work-from-home and ensure business continuity. Over the years and currently during the
pandemic, the Company has successfully implemented its business continuity plans including achieving efficient work-from-
home practices to ensure connectivity across the enterprise.
8. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What mitigation or
adaptation measures have been taken by the entity in this regard?
N/A
9.
Percentage of value chain partners (by value of business done with such partners) that were assessed for
environmental impacts.
N/A
PRINCIPLE 7 Businesses, when engaging in influencing public and regulatory policy, should do
so in a manner that is responsible and transparent
ESSENTIAL INDICATORS
1. a. Number of affiliations with trade and industry chambers/associations.
Nil
b. List the top 10 trade and industry chambers/associations (determined based on the total members of such a body)
the entity is a member of/affiliated to.
Not Applicable
2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the entity,
based on adverse orders from regulatory authorities.
Not Applicable
1. Details of public policy positions advocated by the entity:
Not Applicable
200
PRINCIPLE 8 Businesses should promote inclusive growth and equitable development

1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current
financial year.
The Company has not undertaken any SIAs in the current financial year.
2.
Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken
by your entity.
Not Applicable.
3. Describe the mechanisms to receive and redress grievances of the community.

Not Applicable
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers.
FY 2021-22 FY 2020-21
Directly sourced from MSMEs/ small producers NA 25%
Sourced directly from within the district and neighbouring districts NA As per
requirement,
efforts are
made to
procure locally.
1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments
(Reference: Question 1 of Essential Indicators above):
Not Applicable
2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as
identified by government bodies:
Not Applicable
3. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising
marginalised / vulnerable groups? (Yes/No)
No. However, the Company has a Procurement Manual in place, the process is followed according to the Manual.
(b) From which marginalised / vulnerable groups do you procure?

NA
(c) What percentage of total procurement (by value) does it constitute?

NA
4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in the
current financial year), based on traditional knowledge.
Not applicable
5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related disputes
wherein usage of traditional knowledge is involved.
Not applicable
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6. Details of beneficiaries of CSR Projects

S. No. CSR Project No. of Persons Benefited % of Beneficiaries from Vulnerable and
from CSR Projects Marginalised Groups
1. Akshayapatra Foundation 65,651 meals – COVID-19 Relief The Company’s objective is to pro-actively
material by Team Happiest Minds support meaningful socio-economic
2. Sri Jayadeva Institute Molecular Testing Lab & 3 ICU Beds development in India and enable
of Cardiovascular with Ventilator a significant number of people to
Sciences and Research participate in and benefit from India’s
3. Akshayapatra Foundation Happiness Kits for 4,167 children economic progress. This is based on the
in Bengaluru location totalling belief that growth and development are
10,00,000 meals effective only when they result in wider
access to opportunities and benefit a
4. Lions Eye Hospital Early detection & treatment of
broader section of society. All our CSR
blindness due to diabetes &
initiatives, called Circle of Happiness, are
its complications
for the support of the underprivileged,
5. Akshayapatra Foundation – 2,10,970 meals for children those who belong to the vulnerable/
10th Smilestone marginalized section of the society.
6. Daan Utsav 775 wishes fulfilled (Baale Mane
307; Balajothi 359; OBLF 41;
Jeevarathni 68)
PRINCIPLE 9 Businesses should engage with and provide value to their consumers in a
responsible manner
ESSENTIAL INDICATORS
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
The Company has a holistic customer experience framework to understand the behaviours, needs, and expectations
of individual customers, which helps in developing a roadmap for continuous engagement and enriching the customer
relationship. These programs are successful in providing early alerts, and appropriate course corrections are planned by
Business and Delivery Leaders to provide high-quality products/services to the customers.
Customer perceptions are periodically reviewed through the below instruments:
• Structured, multi-layered governance processes
o Weekly governance between the project teams to track the progress of various engagement streams, review weekly
plans to ensure the Company is aligned
o Monthly governance involving the sales/delivery leadership and client executives – to capture customer feedback
and perceptions, assess key risks & mitigation strategies, if any
o Quarterly governance meetings involving BU heads and customer leadership to review relationship progress,
update customers on new initiatives and projects at Happiest Minds & discuss additional areas for value add.
• Customer Happiness Survey: This is an annual survey rolled to multiple customer touchpoints (Ex: CXOs and Line
managers). The CHS targets to cover 90% of the customers by Revenue base. NPS for FY 2022 is 53.
NPS Promoter Passive Detractor

Promoter % Count 153 98 13
Detractor % % 58 37 5
NPS SCORE 53
Project Feedback: Apart from the Customer Happiness survey, the pulse of the customers is also tracked throughout the year
through two programs: “Project End Feedback” for small engagements and “Ongoing Engagement Feedback” for long-running
engagements. These programs provides the Company a 360-degree feedback on the Quality of deliverables, Technical and
Domain knowledge that the team exhibits, and finally, the Value-adds provided during the engagement. These programs are
successful in providing early alerts, and course corrections are planned by leaders to provide high-quality products/services
to the customers.
202
(a) Number of total customer complaints/feedback received during the last two financial years.
Fiscal Year 2022 2021

No. of complaints 13 6
(b) Total outstanding at the end of each year for the last two financial years.
All customer escalations are resolved within the stipulated time and there are none open.
(c) Total cases raised in consumer forums year-wise, during the last two financial years.
None
(d) What is the customer complaint resolution time?

The first response time for any customer complaint is 2 - 4 hrs.
2. Turnover of products and/services as a percentage of turnover from all products/service that carry information about:
Not Applicable
3. Number of consumer complaints in respect of the following:

FY 2021-22 FY 2020-21
Received Pending Remark Received Pending
during resolution during resolution at Remarks
the year at end of year the year end of year
Data privacy 0 0 Nil 0 0 Nil
Advertising Nil Nil Nil Nil
Cyber-security 0 0 Nil 0 0 Nil
Restrictive
Nil Nil Nil Nil Nil Nil
Trade Practices
Unfair Trade Practices Nil Nil Nil Nil Nil Nil
Others All customer All customer
13 0 complaints were 6 0 complaints were
resolved successfully resolved successfully
4. Details of instances of product recalls on account of safety issues:

Not applicable
5. Does the entity have a framework/policy on cyber security and risks related to data privacy? (Yes/No) If available, provide
a web-link of the policy.
Yes, the Company has Information Security Policies based on the ISO 27001 Standard and a Data privacy policy as per GDPR
and ISO 27701 Standards.
These policies are shared on the intranet platform of the Company.
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential
services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken
by regulatory authorities on safety of products / services.
During the financial year 2021-22, Company did not have such events. Nonetheless, the Company has been instrumental in
coming up with the below actions:
• Enhancing the overall Cyber Security and Data privacy by implementing strong technical controls, including the rollout of
data classification and labelling,
• User awareness,
• Network segmentation and
• Proactive scanning of deep and dark web to look for any leaked credentials/data.
• IP protection clauses and undertaking is made mandatory for all people joining and leaving the organization.
203
The organization is also putting in place a detailed Privacy Information Management System (PIMS), which will act as a
foundation for addressing multiple privacy regulations and safeguarding employee and customer privacy.
Leadership Indicators
1. Channels / platforms where information on products and services of the entity can be accessed (provide web link, if
available).
Information relating to all the products and services provided by the Company is available on the Company’s website,
https://www.happiestminds.com/
2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services.
A set of programs and activities are designed under the ‘Circle of Happiness’ to ensure the Company is socially and
environmentally responsible when conducting its business. The activities of the CSR team under the ‘Circle of Happiness’ is
approved and monitored by the CSR Committee of the Board.
3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services.

All such communications to the customer are authorized by Executive Board / respective Sales Representative.
4. Does the entity display product information on the product over and above what is mandated as per local laws? (Yes/No/
Not Applicable) If yes, provide details in brief. Did your entity carry out any survey with regard to consumer satisfaction
relating to the major products / services of the entity, significant locations of operation of the entity or the entity as a
whole? (Yes/No)
Customer satisfaction is measured through annual surveys. CSAT and Net Promoter Score (NPS) are part of the KRA goals for
the senior leadership as well as all sales & delivery professionals for the clients managed by them, and this is measured within
the Performance Management System.
• Customer Happiness Survey (CHS): This is an annual survey rolled to multiple customer touchpoints (Ex: CXOs and Line
managers). The CHS targets to cover 90% of the customers by Revenue base.
• Project Feedback: Apart from the Customer Happiness survey, the pulse of the customers is also tracked throughout the
year through two programs: “Project End Feedback” for small engagements and “Ongoing Engagement Feedback” for
long-running engagements.
5. Provide the following information relating to data breaches:

a. Number of instances of data breaches along with impact –
NIL
b. Percentage of data breaches involving personally identifiable information of customers -

No
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Financial
Statements
206 to 366
Financial Statements
Standalone Financial Statements
216 Standalone Balance Sheet
218 Standalone Statement of Profit and Loss
220 Standalone Statement of Changes in Equity
222 Standalone Statement of Cash Flows
224 Notes to the Standalone Financial Statements
Consolidated Financial Statements

290 Consolidated Balance Sheet
292 Consolidated Statement of Profit and Loss
294 Consolidated Statement of Changes in Equity
296 Consolidated Statement of Cash Flows
298 Notes to the Consolidated Financial Statements
INDEPENDENT AUDITOR’S REPORT

To The Members of Happiest Minds Technologies Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Happiest Minds Technologies Limited (“the Company”),
which comprise the Balance Sheet as at March 31, 2022, and the Statement of Profit and Loss (including Other Comprehensive
Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of
significant accounting policies and other explanatory information in which are incorporated the financial statements of Happiest
Minds Technologies Share Ownership Plans Trust (the “ESOP trust”) for the year ended on that date audited by other auditors
(‘trust auditor’).
In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration
of reports of the trust auditor on separate financial statements of the ESOP trust, the aforesaid standalone financial statements
give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state
of affairs of the Company as at March 31, 2022, and its profit/loss, total comprehensive income, its cash flows and the changes in
equity for the year ended on that date.
Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under
section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibility for
the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant
to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have
fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the
audit evidence obtained by us and the audit evidence obtained by the trust auditors in terms of their report referred to in the Other
Matters section below, is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone
financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit matters to be communicated in our report.
206
Sr. No. Key Audit Matter Auditor’s Response

1 Fixed price contracts using the percentage of Principal audit procedures performed:
completion method Our audit procedures related to estimates of efforts to complete
(refer note 2(a) and note 27 of the standalone Ind AS for fixed-price contracts accounted using the percentage-of-
financial statement) completion method included the following, among others:
• e tested the effectiveness of controls relating to (1)
W
Revenue from fixed-price contracts, including software
recording of efforts incurred and estimation of efforts
development, and integration contracts, where the
required to complete the remaining contract performance
performance obligations are satisfied over time, is
obligations, and (2) access and application controls
recognized using the percentage-of-completion
pertaining to time recording and allocation systems,
method. Use of the percentage-of-completion method
which prevents unauthorized changes to recording of
requires the Company to determine the project costs
efforts incurred.
incurred to date as a percentage of total estimated
project costs required to complete the project. • e evaluated management’s ability to reasonably
W
The estimation of total project costs involves significant estimate the progress towards satisfying the performance
judgement and is assessed throughout the period of obligation by comparing actual information to estimates for
the contract to reflect any changes based on the latest performance obligations that have been fulfilled.
available information.
• e selected a sample of fixed price contracts with
W
customers accounted using percentage-of-completion
We identified the revenue recognition for fixed price
method and performed the following:
contracts where the percentage-of-completion
method is used as a critical audit matter because of • ead the contract and based on the terms and
R
the significant judgement involved in estimating the conditions evaluated whether recognizing revenue
efforts to complete such contracts. This estimate has over time was appropriate, and the contract
a high inherent uncertainty and requires consideration was included in management’s calculation of
of progress of the contract, efforts incurred to-date revenue over time.
and estimates of efforts required to complete the
• valuated other information that supported the
E
remaining contract performance obligations over the
estimates of the progress towards satisfying the
lives of the contracts.
performance obligation.
This required a high degree of auditor judgement • valuated the appropriateness of and consistency
E
in evaluating the audit evidence supporting the in the application of management’s policies and
application of the input method used to recognize methodologies to estimate progress towards
revenue and a higher extent of audit effort to evaluate satisfying the performance obligation.
the reasonableness of the total estimated amount of
• ompared efforts incurred with data from the
C
revenue recognized on fixed-price contracts.
timesheet application system.
• ested the estimate for consistency with the status of
T
delivery of milestones and customer acceptances to
identify possible delays in achieving milestones, which
require changes in estimated efforts to complete the
remaining performance obligations.
• e assessed the adequacy of disclosures made
W
in the financial statements with respect to revenue
recognized during the year as required by applicable
Indian Accounting Standards.
Information Other than the Financial Statements and Auditor’s Report Thereon
• he Company’s Board of Directors is responsible for the other information. The other information comprises the information
T
included in the Company’s annual report 2021-22, but does not include the standalone financial statements and our auditor’s
report thereon. The report is expected to be made available to us after the date of this auditor’s report.
• ur opinion on the standalone financial statements does not cover the other information and we do not express any form of
O
assurance conclusion thereon.
• In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified
above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with
207
the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be
materially misstated. Other information so far as it relates to the ESOP trust is traced from their financial statements audited by
the trust auditors.
• hen we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to
W
communicate the matter to those charged with governance as required under SA 720 ‘The Auditor’s responsibilities Relating
to Other Information’.
Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation
of these standalone financial statements that give a true and fair view of the financial position, financial performance including other
comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting
principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone
financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout
the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
• btain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate
O
in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the
Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
• valuate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
E
disclosures made by the management.
• onclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
C
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• valuate the overall presentation, structure and content of the standalone financial statements, including the disclosures,
E
and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves
fair presentation.
208
• btain sufficient appropriate audit evidence regarding the financial information of the Company and the ESOP Trust to express
O
an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of
the audit of the financial statements of such entities or business activities included in the standalone financial statements
of which we are the independent auditors. For the other entities or business activities included in the standalone financial
statements, which have been audited by the trust auditors, such trust auditors remain responsible for the direction, supervision
and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it
probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced.
We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results
of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear
on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matters
We did not audit the financial statements/ financial information of the ESOP Trust included in the standalone financial statements of
the Company whose financial statements reflect total assets of ` 46,284 Lacs as at March 31, 2022 and total revenue of ` NIL for
the year ended on that date, as considered in the standalone financial statements. The financial statements of the ESOP trust have
been audited by the branch auditors whose report has been furnished to us, and our opinion in so far as it relates to the amounts
and disclosures included in respect of the ESOP trust and our report in terms of subsection (3) of Section 143 of the Act, in so far as
it relates to the aforesaid ESOP trust is based solely on the report of such trust auditors.
Our opinion on the standalone financial statements and our report on Other Legal and Regulatory Requirements below is not
modified in respect of these matters.
Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports of the trust auditors on
the separate financial statements of the ESOP trust, referred to in the Other Matters section above we report, to the extent
applicable that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books and the reports of the trust auditors.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash
Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account
and with the financial statements received from the trust auditors.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31, 2022 taken on record by the
Board of Directors, none of the directors is disqualified as on March 31, 2022 from being appointed as a director in terms
of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion
on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.
209
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section
197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations
given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of
section 197 of the Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the
explanations given to us:
i.
The Company has disclosed the impact of pending litigations on its financial position in its standalone
financial statements
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund
by the Company.
iv. (a) The Management has represented that, to the best of it’s knowledge and belief, other than as disclosed in the
notes to the accounts no funds (which are material either individually or in the aggregate) have been advanced
or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by
the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend
or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) Based on the audit procedures that has been considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and
(ii) of Rule 11(e), as provided under (a) above, contain any material misstatement.
v. The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance
with section 123 of the Act, as applicable.
As stated in note 45 to the financial statements, the Board of Directors of the Company have proposed final dividend
for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of
dividend proposed is in accordance with section 123 of the Act, as applicable.
2. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government in terms of
Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.
For Deloitte Haskins & Sells

Chartered Accountants
(Firm’s Registration No. 008072S)
______________________
(Vikas Bagaria)
(Partner)
(Membership No. 060408)
(UDIN: 22060408AJRNBF6347)
Place: Bengaluru
Date: May 05, 2022
210
ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT (Referred to

in paragraph (f) under ‘Report on Other Legal and Regulatory
Requirements’ section of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-
section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of Happiest Minds Technologies Limited (“the Company”)
as of March 31, 2022 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year
ended on that date.
Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control
over financial reporting criteria established by the Company considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of
India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting of the Company
based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing
prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls.
Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained
and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorisations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
211
Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion
or improper management override of controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk
that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material
respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial
reporting were operating effectively as at March 31, 2022, based on the criteria for internal financial control over financial reporting
established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

______________________
(Vikas Bagaria)
(Partner)
(UDIN: 22060408AJRNBF6347)
Place: Bengaluru
Date: May 05, 2022
212
ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT (Referred to

in paragraph 2 under ‘Report on Other Legal and Regulatory
i. (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of
property, plant and equipment and relevant details of right-of-use assets.
(B) The Company has maintained proper records showing full particulars of intangible assets.
(b) The property, plant and equipment were physically verified during the year by the Management which, in our opinion,
provides for physical verification at reasonable intervals.
No material discrepancies were noticed on such verification.
(c) In respect of immovable properties of land and buildings that have been taken on lease and disclosed as fixed asset in
the financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the
agreement. The Company does not have any immovable properties and hence not applicable.
(d) The Company has not revalued any of its property, plant and equipment (including right of use assets) or intangible
assets, during the year.
(e) No proceedings have been initiated during the year or are pending against the Company as at March 31, 2022 for
holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules
made thereunder.
ii. The Company does not have any inventory and hence reporting under clause 3(ii) of the Order is not applicable to the Company.
iii. (a) The Company has provided loans or advances in the nature of loans, stood guarantee, or provided security during the
year and details of which are given below:
(` in Lacs)
Loans Advances in Guarantees Security
nature of loans
A. Aggregate amount granted / provided
during the year:
- Subsidiaries 2,274 - - -
- Others 4 - - -
B. Balance outstanding as at balance sheet
date in respect of above cases:
- Subsidiaries 2,274 - - -
- Others 4 - - -
(b) The investments made, guarantees provided, security given and the terms and conditions of the grant of all the
above-mentioned loans and advances, in the nature of loans and guarantees provided, during the year are, in our opinion,
prima facie, not prejudicial to the Company’s interest.
(c) In respect of loans and advances in the nature of loans, the schedule of repayment of principal and payment of interest
has been stipulated and the repayments or receipts are regular.
(d) No amount is overdue from the above, as on March 31, 2022
(e) No loan or advance in the nature of loan granted which has fallen due during the year and has not been renewed or
extended or fresh loans granted to settle the overdues of existing loans given to the same parties. Hence, the clause is
not applicable.
213
(f) The company has not granted any loans or advances in the nature of loans either repayable on demand or without
specifying any terms or period of repayment.
iv. The Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans
granted, investments made and guarantees and securities provided, as applicable.
v. The Company has not accepted any deposit or amounts which are deemed to be deposits. Hence, reporting under clause (v)
of the Order is not applicable.
vi. The maintenance of cost records has not been specified for the activities of the Company by the Central Government under
section 148(1) of the Companies Act, 2013. Having regard to the nature of the Company’s business / activities, reporting under
clause (vi) of the Order is not applicable.
vii. (a) Undisputed statutory dues, including Goods and Service tax, Provident Fund, Employees’ State Insurance, Income-tax,
Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, cess and other material statutory dues applicable
to the Company have been regularly deposited by it with the appropriate authorities in all cases during the year.
There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees’ State
Insurance, Income-tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, cess and other material
statutory dues in arrears as at March 31, 2022 for a period of more than six months from the date they became payable
(b) There were no cases where statutory dues referred to in sub-clause (a) have not been deposited on account of any
dispute, hence, the clause is not applicable.
viii. There were no transactions relating to previously unrecorded income that were surrendered or disclosed as income in the tax
assessments under the Income Tax Act, 1961 (43 of 1961) during the year.
ix. (a) The company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any
lender during the current financial year.
(b)
The Company has not been declared willful defaulter by any bank or financial institution or government or any
government authority.
(c) The Company has applied term loans for the purpose for which the loans were obtained.
(d) The Company has not utilised funds raised on short term basis, for long term purposes.
(e) The company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries,
associates or joint ventures.
(f) The company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or
associate companies.
x. (a) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments)
during the year and hence reporting under clause 3(x)(a) of the Order is not applicable.
(b) The company has not made any preferential allotment or private placement of shares or convertible debentures (fully,
partially or optionally convertible) during the year and hence reporting under clause 3(x)(b) of the Order is not applicable.
xi. (a) To the best of our knowledge, no fraud by the Company and no material fraud on the Company has been noticed or
reported during the year.
(b) To the best of our knowledge, no report under sub-section (12) of section 143 of the Companies Act has been filed in
Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government,
during the year and upto the date of this report.
(c) As represented to us by the Management, there were no whistle blower complaints received by the Company during the
year (and up to the date of this report).
214
xii. The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.
xiii. In our opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, where applicable, for all
transactions with the related parties and the details of related party transactions have been disclosed in the financial statements
etc. as required by the applicable accounting standards.
xiv. (a) In our opinion the Company has an adequate internal audit system commensurate with the size and the nature
of its business.
(b) We have considered, the internal audit reports issued to the Company during the year and covering the period upto
March 31, 2022.
xv. In our opinion during the year the Company has not entered into any non-cash transactions with its directors or persons
connected with its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.
xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting
under clause (xvi)(a), (b) and (c) of the Order is not applicable.
xvii. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding
financial year.
xviii. There has been no resignation of the statutory auditors of the Company during the year.
xix. On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities,
other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans
and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes
us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable
of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the
balance sheet date.
We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is
based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling
due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
xx. The Company has fully spent the required amount towards Corporate Social Responsibility (CSR) and there are no unspent
CSR amount for the year requiring a transfer to a Fund specified in Schedule VII to the Companies Act or special account in
compliance with the provision of sub-section (6) of section 135 of the said Act. Accordingly, reporting under clause (xx) of the
Order is not applicable for the year
xxi. According to the information and explanations given to us, there were no subsidiaries of the Company, to which reporting
under CARO is applicable and hence reporting under clause 3(xxi) is not applicable.

______________________
(Vikas Bagaria)
(Partner)
(UDIN: 22060408AJRNBF6347)
Place: Bengaluru
Date: May 05, 2022
215
Standalone Balance Sheet

as at March 31, 2022
(All amounts in ` Lacs, unless otherwise stated)
Notes As at As at
March 31, 2022 March 31, 2021
Assets
Non-current assets
Property, plant and equipment 3 77 67
Capital work-in-progress 3 - 14
Goodwill 4 611 611
Other intangible assets 4 271 65
Intangible assets under development 4 35 -
Right-of-use assets 5 5,389 2,149
Financial assets
i. Investments 6 6,025 9,720
ii. Loans 7 2,274 -
iii. Other financial assets 8 1,827 2,458
Income tax assets (net) 9 679 1,408
Other assets 10 1 7
Deferred tax assets (net) 11 697 1,026
Total non-current assets 17,886 17,525
Current assets
Financial assets
i. Investments 12 46,400 39,148
ii. Trade receivables 13 16,127 11,610
iii. Cash and cash equivalents 14 5,601 7,952
iv. Bank balance other than cash and cash equivalents 15 10,071 5,935
v. Loans 7 4 14
vi. Other financial assets 8 8,955 6,740
Other assets 10 3,235 1,771
Total current assets 90,393 73,170
Total assets 108,279 90,695
Equity and liabilities

Equity
Equity share capital 16 2,854 2,837
Instruments entirely in the nature of equity 17 - -
Other equity 18 64,120 51,830
Total equity 66,974 54,667
Liabilities
Non-current liabilities
Financial liabilities
i. Borrowings 20 1,724 3,661
ii. Lease liabilities 21 4,119 1,223
iii. Other financial liabilities 22 - 2,455
Provisions 23 1,618 1,653
Total non-current liabilities 7,461 8,992
216
Standalone Balance Sheet (Contd.)

Notes As at As at
March 31, 2022 March 31, 2021
Current liabilities
Contract liabilities 24 972 365
i. Borrowings 20 17,340 12,969
iii. Trade payables 25
(A) Total outstanding due of Micro enterprises and Small enterprises 79 95
(B) Total outstanding due of creditors other than Micro enterprises and 5,215 3,876
Small enterprises.
iv. Other financial liabilities 22 4,321 4,877
Other current liabilities 26 2,427 1,924
Total current liabilities 33,844 27,036
Total liabilities 41,305 36,028
Total equity and liabilities 108,279 90,695
Summary of significant accounting policies 2
The notes referred to above form an integral part of the Standalone Financial Statements.
As per our report of even date for and on behalf of the Board of Directors:
for Deloitte Haskins and Sells Happiest Minds Technologies Limited
Chartered Accountants CIN : L72900KA2011PLC057931
ICAI Firm's Registration Number: 008072S
Vikas Bagaria Ashok Soota Venkatraman Narayanan

Partner Executive Chairman Managing Director & Chief
Membership no.: 060408 DIN : 00145962 Financial Officer
Place: Bengaluru, India Place: Bengaluru, India DIN : 01856347
Date: May 5, 2022 Date: May 5, 2022 Place: Bengaluru, India
Date: May 5, 2022
Praveen Darshankar
Company Secretary &
Compliance Officer
FCS No.: F6706
Place: Bengaluru, India
Date: May 5, 2022
217
Standalone Statement of Profit and Loss

for the year ended March 31, 2022
Notes For the year ended For the year ended

March 31, 2022 March 31, 2021
Income
Revenue from contract with customers 27 103,354 76,096
Other income 28 3,771 2,342
Total income 107,125 78,438
Expenses
Employee benefits expense 29 61,210 45,012
Depreciation and amortisation 30 2,423 2,063
Finance costs 31 830 645
Other expenses 32 17,577 12,116
Total expenses 82,040 59,836
Profit before exceptional items and tax 25,085 18,602

Exceptional items - -
Profit before tax 25,085 18,602
Tax expense 33
Current tax 6,004 3,527
Adjustment of tax relating to earlier periods - -
Deferred tax charge/ (credit) 433 (1,118)
6,437 2,409
Profit for the year 18,648 16,193

Other comprehensive income to be reclassified to profit or loss in
subsequent periods
Net movement on effective portion of cash flow hedges 37 (316) 1,236
Income tax effect 33 80 (128)
Net other comprehensive income to be reclassified to profit or loss in (236) 1,108
subsequent periods
218
Standalone Statement of Profit and Loss (Contd.)


March 31, 2022 March 31, 2021
Other comprehensive income not to be reclassified to profit or loss in
subsequent periods
Re-measurement losses on defined benefit plans 35 (97) (144)
Income tax effect 33 24 36
Net other comprehensive income not to be reclassified to profit or loss in (73) (108)
subsequent periods
Other comprehensive income for the year, net of tax (309) 1,000
Total comprehensive income for the year 18,339 17,193
Earnings per equity share: 34
Equity shares of par value ` 2/- each
Basic, computed on the basis of profit for the year attributable to equity holders 13.21 11.71
of the parent (`)
Diluted, computed on the basis of profit for the year attributable to equity 12.91 11.41
holders of the parent (`)

Date: May 5, 2022
Praveen Darshankar
Company Secretary &
Compliance Officer
FCS No.: F6706
Date: May 5, 2022
219
Standalone Statement of Changes in Equity

a) Equity share capital

For the year ended March 31, 2022 No. of Shares Amount
Equity shares of ` 2 each issued, subscribed and fully paid
At April 1, 2021 14,17,83,304 2,837
Changes in Equity Share Capital due to prior period errors - -
Restated balance 14,17,83,304 2,837
Exercise of share options - refer note 16 (ii) (2) 8,25,563 17
As at March 31, 2022 14,26,08,867 2,854
At April 1, 2020 4,38,99,177 879
Restated balance 4,38,99,177 879
Conversion of preference shares during the year - refer note 16 (ii) (1) 9,08,47,235 1,817
Issued during the year - refer note 16 (ii) (3) 66,26,506 133
As at March 31, 2021 14,17,83,304 2,837
b) Instruments entirely in the nature of equity

Series A 14% Non Cumulative Compulsorily Convertible Preference Shares (CCPS) of
` 652 each issued, subscribed and fully paid.
At April 1, 2021 - -
Changes due to prior period errors - -
Restated balance - -
Change during the year - -
As at March 31, 2022 - -
Series A 14% Non Cumulative Compulsorily Convertible Preference Shares (CCPS) of
` 652 each issued, subscribed and fully paid.
At April 1, 2020 5,57,345 3,634
Restated balance 5,57,345 3,634
Conversion into equity shares during the year - refer note (16) (ii) (1) (5,57,345) (3,634)
At March 31, 2021 - -
c) Other equity
For the year ended March 31, 2022 Reserves and Surplus Cash flow Total equity
Securities Share options Retained hedge
premium outstanding earnings reserve
(Note 18) reserve (Note 18) (Note 18)
(Note 18)
As at April 1, 2021 40,454 361 10,637 378 51,830
Restated balance as at April 1, 2021 40,454 361 10,637 378 51,830
Profit for the year - - 18,648 - 18,648
Other comprehensive income - - (73) (236) (309)
Total comprehensive income - - 18,575 (236) 18,339
Exercise of share option by employees 154 - - - 154
220
Standalone Statement of Changes in Equity (Contd.)

(Note 18)
Transaction costs, net of recovery or reimbursement of 327 - - - 327
expense on issue of shares - refer note 16 (ii) (3)
Transferred to retained earnings for options forfeited - (6) 6 - -
Transferred to securities premium for options exercised 270 (270) - - -
Dividend - refer note 19 - - (6,830) - (6,830)
Share-based payments expense - refer note 42 - 300 - - 300
As at March 31, 2022 41,205 385 22,388 142 64,120
(Note 18)
As at April 1, 2020 27,781 454 (5,457) (730) 22,048
Restated balance as at April 1, 2020 27,781 454 (5,457) (730) 22,048
Profit for the year - - 16,193 - 16,193
Other comprehensive income - - (108) 1,108 1,000
Total comprehensive income - - 16,085 1,108 17,193
Conversion of preference shares during the year - refer 1,817 - - - 1,817
note 16 (ii) (1)
Increase during the year - refer note 16 (ii) (3) 10,867 - - - 10,867
Exercise of share option by employees 64 - - - 64
Transaction costs, net of recovery or reimbursement of (456) - - - (456)
expense on issue of shares - refer note 16 (ii) (3)
Transferred to retained earnings for options forfeited - (9) 9 - -
Transferred to securities premium for options exercised 381 (381) - - -
Share-based payments expense - refer note 42 - 297 - - 297
As at March 31, 2021 40,454 361 10,637 378 51,830
Summary of significant accounting policies

Date: May 5, 2022
Praveen Darshankar
Company Secretary &
Compliance Officer
FCS No.: F6706
Date: May 5, 2022
221
Standalone Statement of Cash Flows


March 31, 2022 March 31, 2021
Operating activities
Adjustments to reconcile profit before tax to net cash flows:
Depreciation/ amortisation of property, plant and equipment, intangibles and 30 2,423 2,063
right-of-use assets
(Gain)/ loss on disposal of property, plant and equipment, net 28 (10) -
Share-based payment expense 29 300 297
Gain on investment carried at fair value through profit and loss 28 (1,377) (184)
Gain on sale of investment carried at fair value through profit and loss 28 (368) (671)
Interest income 28 (667) (838)
Unrealised foreign exchange (gain)/ loss 28 354 73
Rent concession 28 (323) (302)
Impairment loss on financial assets 32 33 945
Operating cash flow before working capital changes 26,280 20,630
Movements in working capital:

Increase in trade receivables (4,415) (1,247)
Decrease in loans 10 50
Increase in non-financial assets (1,484) (213)
Increase in financial assets (2,635) (1,445)
Increase in trade payables 1,303 176
Increase/ (decrease) in financial liabilities 648 (1,269)
Increase in provisions 58 516
Increase/ (decrease) in contract liabilities 607 (18)
Increase in other non-financial liabilities 830 1,407
21,202 18,587
Income tax paid, net of refunds (5,275) (3,600)
Net cash flows from operating activities (A) 15,927 14,987
Investing activities
Purchase of property, plant and equipment 3 (67) (78)
Purchase of intangible assets 4 (346) (19)
Proceeds from sale of property, plant and equipment 10 -
Maturities of / (Investment in) bank deposit, net (3,020) 6,931
Acquisition of subsidiary - (6,025)
Loan to subsidiary (2,231) -
Proceeds from sale of mutual funds 34,542 39,313
Investment in mutual funds (40,049) (69,269)
Interest received 84 777
Net cash flows used in investing activities (B) (11,077) (28,370)
222
Standalone Statement of Cash Flows (Contd.)


March 31, 2022 March 31, 2021
Financing activities
Repayment of long-term borrowings (2,053) (1,257)
Proceeds from long-term borrowings - 5,982
Net repayment of short-term borrowings 4,012 4,213
Security deposits given - (300)
Payment of principal portion of lease liabilities (1,702) (1,657)
Payment of interest portion of lease liabilities (487) (328)
Proceeds from issue of Equity share capital (net of transaction costs) - 10,544
Dividend paid (6,830) -
Proceeds from exercise of share options 171 72
Interest paid (328) (278)
Net cash flows from/ (used) in financing activities (C) (7,217) 16,991
Net increase in cash and cash equivalents [(A)+(B)+(C)] (2,367) 3,608

Net foreign exchange difference 16 (6)
Components of cash and cash equivalents 14

Balance with banks
- on current account 4,521 3,548
- in EEFC accounts 1,080 2,029
Deposits with original maturity of less than three months - 2,375
Total cash and cash equivalents 5,601 7,952
Non-cash investing activities:
Acquisition of subsidiary - 3,695
Acquisition of Right-of-use assets 5 5,487 1,075
Refer note 20 and 21 for changes in liabilities arising from
financing activities and for non-cash financing activities.

Date: May 5, 2022
Praveen Darshankar
Company Secretary &
Compliance Officer
FCS No.: F6706
Date: May 5, 2022
223
Notes to the Standalone Financial Statements

Corporate Information
Happiest Minds Technologies Limited ("the Company") is engaged in next generation IT solutions & services Company, enabling
organizations to capture the business benefits of emerging technologies of cloud computing, social media, mobility solutions,
business intelligence, analytics, unified communications and internet of things. The Company offers high degree of skills, IPs and
domain expertise across a set of focused areas that include Digital Transformation & Enterprise Solutions, Product Engineering,
Infrastructure Management, Security, Testing and Consulting. The Company focuses on industries in the Retail/CPG, BFSI, Travel
& Transportation, Manufacturing and Media space. Happiest Minds Provide a Smart, Secure and Connected Experience to its
Customers. In the Solution space, focus areas are Security, M2M and Mobility solutions.
The Company is a limited company, incorporated and domiciled in India and has a branch office at United States of America,
United Kingdom, Australia, Canada, Netherland, Singapore, Malaysia and Dubai. The registered office of the Company is situated at
#53/1-4, Hosur Main Road, Madivala (next to Madivala Police Station) Bangalore 560068.
The Company's Standalone Financial Statements for the year ended March 31, 2022 were approved by Board of Directors
on May 5, 2022.
1 Basis of preparation of Standalone Financial Statements

a Statement of Compliance
The Standalone Financial Statements (SFS) of the Company have been prepared in accordance with Indian Accounting
Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time)
and presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III), as
applicable to the SFS.
This note provides a list of the significant accounting policies adopted in the preparation of the Standalone Financial Statements.
These policies have been consistently applied to all the years presented, unless otherwise stated.
These Standalone Financial Statements have been prepared for the Company as a going concern on the basis of relevant Ind
AS that are effective at the Company’s annual reporting date, March 31, 2022.
The Standalone Financial Statements have been prepared on an accrual basis under the historical cost convention except for
the following that are measured at fair value as required by relevant Ind AS:
a) Defined benefit plan - plan assets measured at fair value
b) Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments)
c) Derivative financial instruments
b Functional currency and presentation currency

These Standalone Financial Statements are presented in India Rupee (`), which is also functional currency of the Company.
All the values are rounded off to the nearest Lacs (` 00,000) unless otherwise indicated.
c Use of estimates and judgements

In preparing these Standalone Financial Statements, management has made judgements, estimates and assumptions that
affect the application of accounting policies and the reported amounts of assets, liabilities, the disclosures of contingent
assets and liabilities at the date of the financial Statements and reported amounts of income and expenses during the period.
Actual results may differ from these estimates.
Appropriate changes in estimates are made as management becomes aware of changes in circumstances surrounding
estimate. Changes in estimate are reflected in the financial statements in the period in which changes are made and, if
material, their effects are disclosed in the notes to the Standalone Financial Statements.
Judgements:
Information about judgements made in applying accounting policies that have the most significant effects on the amounts
recognised in the Standalone Financial Statements is included in the following notes:
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Notes to the Standalone Financial Statements for the year ended March 31, 2022
- Note 2 (c) and Note 2 (d)- Useful life of property, plant and equipment and intangible assets;
- Note 2 (g) - Lease classification;
- Note 2(i) - Financial instrument; and
- Note 2 (m) - Measurement of defined benefit obligations: key actuarial assumptions.
Assumption and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in
the year ended March 31, 2022 is included in the following notes:
- Note 2 (e) - Impairment test of non-financial assets; key assumptions underlying recoverable amounts including the
recoverability of expenditure on internally-generated intangible assets;
- Note 2 (o) - Recognition of deferred tax assets: availability of future taxable profit against which tax losses carried
forward can be used;
- Note 2 (i) - Impairment of financial assets
- Note 2 (q) - Recognition and measurement of provisions and contingencies: key assumptions about the likelihood and
magnitude of an outflow of resources;
d Current and non-current classification

The Company presents assets and liabilities in the balance sheet based on current/ non-current classification.
An asset is treated as current when it is:
• Expected to be realized or intended to be sold or consumed in normal operating cycle
• Held primarily for the purpose of trading
• Expected to be realized within twelve months after the reporting period, or
• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after
the reporting period.
All other assets are classified as non-current.
A liability is treated as current when:

• It is expected to be settled in normal operating cycle,
• It is held primarily for the purpose of trading,
• It is due to be settled within twelve months after the reporting period, or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
All other liabilities are classified as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash
equivalents. The Company has identified twelve months as its operating cycle.
2 Significant accounting policies

The accounting policies set out below have been applied consistently to the periods presented in these Standalone
Financial Statements.
a Revenue recognition
The Company derives revenue primarily from rendering of services and sale of licenses. Revenue is recognised upon transfer
of control of promised products or services to customers in an amount that reflects the consideration the Company expects to
receive in exchange for those products or services. The Company is a principal in rendering of services and agent in relation
to sale of licenses. Amounts disclosed as revenue are net of trade allowances, rebates and Goods and Services tax (GST),
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amounts collected on behalf of third parties and includes reimbursement of out-of-pocket expenses, with corresponding
expenses included in cost of revenues.
Revenue from the rendering of services and sale of license is recognised when the Company satisfies its performance
obligations to its customers as below:
Rendering of services
Revenues from services comprise primarily income from time-and-material and fixed price contracts. Revenue with respect to
time-and-material contracts is recognised over the period of time as the related services are performed. Revenue with respect
to fixed price contracts where performance obligation is transferred over time. The input (efforts expended) method has been
used to measure progress towards completion, as there is a direct relationship between input and productivity. Provisions for
estimated losses on contracts-in-progress are recorded in the period in which such losses become probable based on the
current contract estimates. In determining the transaction price for rendering of services, the Company considers the effect of
variable consideration, existence of a significant financing component, non-cash consideration, and consideration payable to
the customers if any. Revenue is recognised net of trade and cash discounts.
Trade receivables
A receivable is recognised if an amount of consideration that is unconditional (i.e., only the passage of time is required before
If the consideration in a contract includes a variable amount, the Company estimates the amount of consideration to which
it will be entitled in exchange for transferring the goods to the customer. The variable consideration is estimated at contract
inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue
recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved.
Sale of licenses
The Company is a reseller for sale of right to use licenses and acting as agent in the arrangement. The revenue for sale of right
to use license is recognised at point in time when control on use of license is transferred to the customer.
Contract balances
Contract assets: The Company classifies its right to consideration in exchange for deliverables as either a receivable or as
unbilled revenue. A receivable is a right to consideration that is unconditional upon passage of time. Revenues in excess of
billings is recorded as unbilled revenue and is classified as a financial asset where the right to consideration is unconditional
upon passage of time. Unbilled revenue which is conditional is classified as other current asset. Trade receivables and unbilled
revenue is presented net of impairment.
Contract liabilities: A contract liability (which we referred to as Unearned Revenue) is the obligation to transfer goods or

services to a customer for which the Company has received consideration (or an amount of consideration is due) from the
customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability
is recognised when the payment is received.
Interest income
Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of
income can be measured reliably. Interest income is accrued on a time basis, by reference to the principle outstanding and at
the effective interest rate applicable, which is the rate that discounts estimated future cash receipts through the expected life
of the financial asset to that asset's net carrying amount on initial recognition. Interest income is included under the head ‘other
income’ in the Statements of profit and loss.
For all financial instruments measured at amortised cost, interest income is recorded using the effective interest rate, which is
the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument
or a shorter period, where appropriate, to the net carrying amount of the financial asset. Interest income is included in other
income in the Statements of profit and loss.
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Dividend income
Dividend income on investments is accounted when the right to receive the dividend is established, which is generally when
shareholders approve the dividend. Dividend income is included under the head “Other income” in the Statements of profit
and loss account.
b Business Combination
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate
of the consideration transferred measured at acquisition date fair value. Acquisition-related costs are expensed as incurred
and included in other expenses.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their acquisition date
fair values. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they
are measured at their acquisition fair values irrespective of the fact that outflow of resources embodying economic benefits
is not probable. However, the following assets and liabilities acquired in a business combination are measured at the basis
indicated below:
• Deferred tax assets or liabilities, and the assets or liabilities related to employee benefit arrangements are recognised
and measured in accordance with Ind AS 12 Income Tax and Ind AS 19 Employee Benefits respectively.
arrangements of the Company entered into to replace share-based payment arrangements of the acquiree are measured
in accordance with Ind AS 102 Share-based Payments at the acquisition date.
• Assets (or disposal Company's) that are classified as held for sale in accordance with Ind AS 105 Non-current Assets Held
for Sale and Discontinued Operations are measured in accordance with that standard.
• Reacquired rights are measured at a value determined on the basis of the remaining contractual term of the related
contract. Such valuation does not consider potential renewal of the reacquired right.
When the Company acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification
and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the
acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.
Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date.
Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of Ind AS - 109
Financial Instruments, is measured at fair value with changes in fair value recognised in profit and loss in accordance with
Ind AS - 109. If the contingent consideration is not within the scope of Ind AS - 109, it is measured in accordance with the
appropriate Ind AS and shall be recognised in the Statement of Profit and Loss. Contingent consideration that is classified as
equity is not re-measured at subsequent reporting dates and subsequent its settlement is accounted for within equity.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and any previous
interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is
in excess of the aggregate consideration transferred, the Company re-assesses whether it has correctly identified all of the
assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised
at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate
consideration transferred, then the gain is recognised in other comprehensive income (OCI) and accumulated in equity as
capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognises the gain directly in equity as
capital reserve, without routing the same through OCI.
testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Company’s
cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of
the acquiree are assigned to those units.
c Property, plant and equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation, and accumulated impairment loss, if
any. Historical cost comprises of the purchase price including duties and non-refundable taxes, borrowing cost if capitalisation
criteria's are met, directly attributable expenses incurred to bring the asset to the location and condition necessary for it to
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be capable of being operated in the manner intended by management and initial estimate of decommissioning, restoring and
similar liabilities.
Subsequent costs related to an item of property, plant and equipment are recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item
can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when
replaced. All other repairs and maintenance are recognised in Statement of Profit and Loss during the reporting period when
they are incurred.
An item of property, plant and equipment is derecognised on disposal or when no future economic benefits are expected
from its use or disposal. The gains or losses arising from derecognition are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss when the asset
is derecognised.
are ready to use.

Class of asset Useful life as per schedule II Useful life as per Company
Computer systems 6 years for servers 2.5-3 years
3 years for other than servers
Leasehold improvements are amortised over the period of the lease or life of the asset whichever is less.
The useful lives have been determined based on technical evaluation done by the management's expert which in certain
instances are different from those specified by Schedule II to the Companies Act, 2013, in order to reflect the actual usage of
the assets. The assets residual values and useful life are reviewed, and adjusted if appropriate, at the end of each reporting
period. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is
greater than its estimated recoverable amount.
d Intangible assets
Goodwill
Goodwill on acquisitions of business is included in intangible assets. Goodwill is not amortised but it is tested for impairment
annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost
less accumulated impairment losses. Gains and losses on the disposal of a business include the carrying amount of goodwill
relating to the business sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those
cash-generating units or Company of cash-generating units that are expected to benefit from the business combination in
which the goodwill arose. The units or Company of units are identified at the lowest level at which goodwill is monitored for
internal management purposes.
Other intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a
business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at
cost less any accumulated amortisation and accumulated impairment losses.
An item of intangible asset is derecognised on disposal or when no future economic benefits are expected from its use or
disposal. The gains or losses arising from derecognition are measured as the difference between the net disposal proceeds
and the carrying amount of the asset and are recognised in the Statement of Profit and Loss when the asset is derecognised.
Amortisation methods and periods

The Company amortises intangible assets with a finite useful life using the straight-line method over the following periods:
Asset Life in Years
Customer relations 3 years
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he estimated useful life of the intangible assets and the amortisation period are reviewed at the end of the each financial year
T
and the amortisation period is revised to reflect the changed pattern, if any.
Research costs are expensed as incurred. Development expenditures on an individual project are recognised as an intangible
asset when the company can demonstrate:
- The technical feasibility of completing the intangible asset so that the asset will be available for use or sale
- Its intention to complete and its ability and intention to use or sell the asset
- How the asset will generate future economic benefits
- The availability of resources to complete the asset
- The ability to measure reliably the expenditure during development
Subsequent costs related to intangible assets are recognised as a separate asset, as appropriate, only when it is probable that
future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably.
e Impairment of non-financial assets

The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication
exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal and
its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows
that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU
exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair
value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an
appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for
publicly traded companies or other available fair value indicators.
The Company bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately
for each of the Company’s cash generating unit's (CGU's) to which the individual assets are allocated. These budgets and
forecast calculations generally cover a period of five years. For longer periods, a long-term growth rate is calculated and
applied to project future cash flows after the fifth year. To estimate cash flow projections beyond periods covered by the
most recent budgets/forecasts, the Company extrapolates cash flow projections in the budget using a steady or declining
growth rate for subsequent years, unless an increasing rate can be justified. In any case, this growth rate does not exceed the
long-term average growth rate for the products, industries, or country or countries in which the Company operates, or for the
market in which the asset is used.
Impairment losses of continuing operations, including impairment on inventories, are recognised in the Statement of Profit
and Loss, except for properties previously revalued with the revaluation surplus taken to other comprehensive income (OCI).
For such properties, the impairment is recognised in OCI up to the amount of any previous revaluation surplus.
previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Company estimates
the asset’s or cash generating unit's (CGU’s) recoverable amount. A previously recognised impairment loss is reversed only if
there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss
was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor
exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised
for the asset in prior years. Such reversal is recognised in the Statement of Profit and Loss unless the asset is carried at a
revalued amount, in which case, the reversal is treated as a revaluation increase.
Goodwill is tested for impairment annually and when circumstances indicate that the carrying value may be impaired.
Impairment is determined for goodwill by assessing the recoverable amount of each cash generating unit (CGU) (or group of
CGUs) to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment
loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods.
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f Borrowing cost
period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing
costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs
in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an
adjustment to the borrowing costs.
g Leases
The Company has lease contracts for various items of computers, vehicles and buildings used in its operations. Lease terms
generally ranges between 1 and 5 years.
The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right
to control the use of an identified asset for a period of time in exchange for consideration.
Company as lessee
The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases
of low-value assets. The Company recognises lease liabilities to make lease payments and right-of-use assets representing
the right to use the underlying assets.
Right-of-use assets
The Company recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is
available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and
adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities
recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease
incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the
estimated useful lives of the assets.
If ownership of the leased asset transfers to the Company at the end of the lease term or the cost reflects the exercise of a
purchase option, depreciation is calculated using the estimated useful life of the asset.
The right-of-use assets are also subject to impairment. Refer to the accounting policies in note 2(e) for policy on impairment of
non-financial assets.
Lease liabilities
At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease
payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments)
less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be
paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably
certain to be exercised by the Company and payments of penalties for terminating the lease, if the lease term reflects the
Company exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised
as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the
payment occurs.
In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement
date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount
of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition,
the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the
lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease
payments) or a change in the assessment of an option to purchase the underlying asset.
Short-term leases and leases of low-value assets

The Company applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e.,
those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option).
It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low
value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis
over the lease term.
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Lease and non-lease component

As per Ind AS - 116, “As a practical expedient, a lessee may elect, by class of underlying asset, not to separate non-lease
components from lease components, and instead account for each lease component and any associated non-lease components
as a single lease component.
The company have not opted for this practical expedient and have accounted for Lease component only.
Extension and termination option

The Company has several lease contracts that include extension and termination options. These options are negotiated
by management to provide flexibility in managing the leased-asset portfolio and align with the Company's business needs.
Management exercises significant judgement in determining whether these extension and termination options are reasonably
certain to be exercised. Management have not considered any future cash outflow for which they are potentially exposed
arising due to extension and termination options.
h Investment in subsidiary
The Company recognizes its investments in subsidiary and associate companies at cost less accumulated impairment loss,
if any. Cost represents amount paid for acquisition of the said investments. The details of such investment is given in note 6.
Refer to the accounting policies in note 2(e) for policy on impairment of non-financial asset.
On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or
credited to the Statement of Profit and Loss.
i Financial Instruments
Financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument
of another entity.
Non-derivative financial instruments :

a) Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other
comprehensive income (OCI), and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow
characteristics and the Company’s business model for managing them. With the exception of trade receivables that
do not contain a significant financing component or for which the Company has applied the practical expedient, the
Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through
profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the
Company has applied the practical expedient are measured at the transaction price determined under Ind AS - 115.
In order for a financial asset to be classified and measured at amortised cost or fair value through other comprehensive
income (OCI), it needs to give rise to cash flows that are ‘solely payments of principle and interest (SPPI)’ on the principle
amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets
with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the
business model.
The Company’s business model for managing financial assets refers to how it manages its financial assets in order to
generate cash flows. The business model determines whether cash flows will result from collecting contractual cash
flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a
business model with the objective to hold financial assets in order to collect contractual cash flows while financial assets
classified and measured at fair value through other comprehensive income are held within a business model with the
objective of both holding to collect contractual cash flows and selling.
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or
convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Company
commits to purchase or sell the asset.
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Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
• Debt instruments at amortised cost
• Debt instruments at Fair Value Through Other Comprehensive income (FVTOCI)
• Debt instruments, derivatives and equity instruments at Fair Value Through Profit and Loss (FVTPL)
• Equity instruments measured at Fair Value Through Other Comprehensive Income (FVTOCI)
Debt instruments at amortised cost

A ‘Debt instrument’ is measured at the amortised cost if both the following conditions are met:
a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principle and
interest (SPPI) on the principle amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the Effective
Interest Rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in other income
in the Statement of Profit and Loss. The losses arising from impairment are recognised in the Statement of Profit
and Loss. This category generally applies to trade and other receivables. For more information on receivables,
refer to Note 13.
Debt instrument at Fair Value Through Other Comprehensive income (FVTOCI)

A ‘Debt instrument’ is classified as at the Fair Value Through Other Comprehensive income (FVTOCI) if both of the
following criteria are met:
a)
The objective of the business model is achieved both by collecting contractual cash flows and selling the
financial assets, and
b) The asset’s contractual cash flows represent ‘solely payments of principle and interest (SPPI)’.
Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value.
Fair value movements are recognised in the other comprehensive income (OCI). However, the Company recognizes
interest income, impairment losses & reversals and foreign exchange gain or loss in the Statement of Profit and Loss.
On derecognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to
Statement of Profit and Loss. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using
the Effective Interest Rate (EIR) method.
Debt instrument at Fair Value Through Profit and Loss (FVTPL)

Fair Value Through Profit and Loss (FVTPL) is a residual category for debt instruments. Any debt instrument, which does
not meet the criteria for categorization as at amortized cost or as Fair Value Through Other Comprehensive income
(FVTOCI), is classified as at FVTPL.
In addition, the Company may elect to designate a debt instrument, which otherwise meets amortized cost or FVTOCI
criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition
inconsistency (referred to as ‘accounting mismatch’). The Company has not designated any debt instrument as at FVTPL.
Debt instruments included within the FVTPL category are measured at fair value with all changes recognised in the
Statement of Profit and Loss.
Equity investments
All equity investments in scope of Ind AS - 109 are measured at fair value. Equity instruments which are held for trading
and contingent consideration recognised by an acquirer in a business combination to which Ind AS - 103 applies are
classified as at Fair Value Through Profit and Loss (FVTPL). For all other equity instruments, the Company may make an
irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Company makes
such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.
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If the Company decides to classify an equity instrument as at Fair Value Through Other Comprehensive income (FVTOCI),
then all fair value changes on the instrument, excluding dividends, are recognised in the Other Comprehensive income
(OCI). There is no recycling of the amounts from OCI to Statement of Profit and Loss, even on sale of investment.
However, the Company may transfer the cumulative gain or loss within equity.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in the
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is
primarily derecognised (i.e. removed from the Company’s balance sheet) when:
• The rights to receive cash flows from the asset have expired, or
• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay
the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement and either
(a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither
transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither
transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset,
the Company continues to recognise the transferred asset to the extent of the Company’s continuing involvement.
In that case, the Company also recognises an associated liability. The transferred asset and the associated liability
are measured on a basis that reflects the rights and obligations that the Company has retained.
Reclassification of financial assets

The Company determines classification of financial assets on initial recognition. After initial recognition, no reclassification
is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt
instruments, a reclassification is made only if there is a change in the business model for managing those assets.
Changes to the business model are expected to be infrequent. The Company’s senior management determines change
in the business model as a result of external or internal changes which are significant to the Company’s operations.
Such changes are evident to external parties. A change in the business model occurs when the Company either begins
or ceases to perform an activity that is significant to its operations. If the Company reclassifies financial assets, it applies
the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting
period following the change in business model. The Company does not restate any previously recognised gains, losses
(including impairment gains or losses) or interest.
Impairment of financial assets

In accordance with Ind AS - 109, the Company applies expected credit loss (ECL) model for measurement and recognition
of impairment loss on the following financial assets and credit risk exposure:
a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, deposits, trade receivables,
unbilled revenue and bank balance
b) Trade receivables or any contractual right to receive cash or another financial asset that result from transactions that
are within the scope of Ind AS - 115.
The Company follows ‘simplified approach’ for recognition of impairment loss allowance on:
• Trade receivables, unbilled revenue and contract assets
The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises
impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
The Company recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value
through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with
the contract and all the cash flows that the company expects to receive, discounted at an approximation of the original
effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
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For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether
there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly,
12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL
is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant
increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based
on 12-month ECL.
b) Financial Liabilities :
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and
borrowings, or as payables, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs.
The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts.
The subsequent measurement of financial liabilities depends on their classification, which is described below.
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit and loss (FVTPL)

Financial liabilities at fair value through profit and loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition as at Fair Value Through Profit or Loss (FVTPL). Financial liabilities are classified
as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes
derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge
relationships as defined by Ind AS - 109. Separated embedded derivatives are also classified as held for trading unless
they are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognised in the Statement of Profit and Loss.
Financial liabilities designated upon initial recognition at fair value through profit and loss are designated as such at
the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair
value gains or losses attributable to changes in own credit risk are recognised in other comprehensive income (OCI).
These gains/ loss are not subsequently transferred to profit and loss. However, the Company may transfer the cumulative
gain or loss within equity. All other changes in fair value of such liability are recognised in the Statement of Profit and Loss.
The Company has not designated any financial liability as at fair value through profit or loss."
c) Loans and Borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the
effective interest rate (EIR) method. Gains or losses are recognised in the Statement of Profit and Loss when the liabilities
are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is included as finance costs in the Statement of Profit and Loss.
This category generally applies to borrowings. For more information refer note 20."
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of
an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the
original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in
the Statement of Profit and Loss.
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d) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only
when, the Company current has a legally enforceable right to set off the amounts and it intends either to settle them on
a net basis or to realize the asset and settle the liability simultaneously.
Derivative financial instruments and hedge accounting:

Initial recognition and subsequent measurement :
The Company uses derivative financial instruments, such as forward currency contracts and interest rate swaps to
hedge its foreign currency risks and interest rate risks, respectively. Such derivative financial instruments are initially
recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at
fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair
value is negative.
Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss, except for the
effective portion of cash flow hedges, which is recognised in other comprehensive income (OCI) and later reclassified to
Statement of Profit and Loss when the hedge item affects profit or loss or treated as basis adjustment if a hedged forecast
transaction subsequently results in the recognition of a non-financial asset or non-financial liability.
For the purpose of hedge accounting, hedges are classified as:

• Fair value hedges when hedging the exposure to changes in the fair value of a recognised asset or liability or an
unrecognised firm commitment
• Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular risk
associated with a recognised asset or liability or a highly probable forecast transaction or the foreign currency risk
in an unrecognised firm commitment
• Hedges of a net investment in a foreign operation .
At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to
which it wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge.
The documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being
hedged and how the Company will assess whether the hedging relationship meets the hedge effectiveness requirements
(including the analysis of sources of hedge ineffectiveness and how the hedge ratio is determined). A hedging relationship
qualifies for hedge accounting if it meets all of the following effectiveness requirements:
• There is ‘an economic relationship’ between the hedged item and the hedging instrument.
• The effect of credit risk does not ‘dominate the value changes’ that result from that economic relationship.
• The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that
the Company actually hedges and the quantity of the hedging instrument that the Company actually uses to hedge
that quantity of hedged item.
Hedges that meet all the qualifying criteria for hedge accounting are accounted for, as described below:
Cash flow hedges

The Company designates certain foreign exchange forward and interest rate swaps as cash flow hedges with an intention
to hedge its existing liabilities and highly probable transaction in foreign currency. When a derivative is designated as
a cash flow hedge instrument, the effective portion of changes in the fair value of the derivative is recognised in other
comprehensive income and accumulated in the cash flow hedge reserve. Any ineffective portion of changes in the fair
value of the derivative is recognised immediately in the Statement of Profit and Loss. If the hedging instrument no longer
meets the criteria for hedge accounting, then hedge accounting is discontinued prospectively. If the hedging instrument
expires or is sold, terminated or exercised, the cumulative gain or loss on the hedging instrument recognised in cash flow
hedge reserve till the period the hedge was effective remains in cash flow hedge reserve until the forecasted transaction
occurs. The cumulative gain or loss previously recognised in the cash flow hedge reserve is transferred to the net profit in
the Statement of Profit and Loss upon the occurrence of the related forecasted transaction. If the forecasted transaction
is no longer expected to occur, then the amount accumulated in cash flow hedge reserve is reclassified to the Statement
of Profit and Loss.
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Compulsory convertible preference shares

Compulsory convertible preference shares (CCPS) are classified as a liability or equity components based on the terms
of the contract and in accordance with Ind AS - 32 (Financial instruments: Presentation). CCPS issued by the Company
classified as equity is carried at its transaction value and shown within "other equity". CCPS issued by the Company
classified as liability is initially recognised at fair value (issue price). Subsequent to initial recognition, such CCPS is fair
valued through the Statement of Profit and Loss. On modification of CCPS from liability to equity, the CCPS is recorded at
the fair value of CCPS classified as equity and the difference in fair value is recorded as a gain or loss on modification in
the Statement of Profit and Loss.
j Fair value measurement

‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date in the principle or, in its absence, the most advantageous market to which the
Company has access at that date. The fair value of a liability reflects its non-performance risk. All assets and liabilities for
which fair value is measured or disclosed in the Standalone Financial Statement are categorised within the fair value hierarchy,
described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
- Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
- Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly
or indirectly observable
- Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement
is unobservable
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether
transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is
significant to the fair value measurement as a whole) at the end of each reporting period."
k Cash and cash equivalents

Cash and cash equivalents in the balance sheet and cash flow statement comprise cash at banks and on hand and short-term
deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the Standalone Statement of Cash Flows , cash and cash equivalents consist of cash and short-term
deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company’s
cash management.
l Foreign currency translation

(i) Functional and presentation currency:
Items included in the Standalone Financial Statements of the company are measured using the currency of the primary
economic environment in which the entity operates (the functional currency). The financial statements are presented in
Indian rupee (`), which is functional and presentation currency of the Company.
ii) Transactions and balances:

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of
the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are recognised
in Statement of Profit and Loss.
m Employee Benefits
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months
after the end of the period in which the employees render the related service are recognised in respect of employee's services
up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.
The liabilities are presented as current financial liabilities in the balance sheet.
Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term employee benefit.
The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the
unused entitlement that has accumulated at the reporting date.
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Other long-term employee benefit obligations

The liabilities for leave balance are not expected to be settled wholly within 12 months after the end of the period in which
the employees render the related service. They are therefore measured as the present value of expected future payments to
be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit
method. The benefits are discounted using the market yields on government bonds at the end of the reporting period that
have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and
changes in actuarial assumptions are recognised in Statement of Profit and Loss.
The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer
settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.
Post-employment obligations
The company operates the following post-employment schemes:
(a) defined benefit plans - gratuity, and
(b) defined contribution plans such as provident fund.
Gratuity obligations
The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plan is the present value of the
defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is
calculated annually by an independent actuary using the projected unit credit method.
The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by
reference to market yields at the end of the reporting period on government bonds that have term approximating the term of
the related obligation. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit
obligation and the fair value of plan assets.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised
in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the
Statement of Changes in Equity and in the balance sheet. Such accumulated re-measurement balances are never reclassified
into the Statement of Profit and Loss subsequently.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised
immediately in profit and loss as past service costs.
Defined contribution plan

Retirement benefit in the form of provident fund scheme, Social security, National Insurance, Superannuation, Medicare
schemes are the defined contribution plans. The Company has no obligation, other than the contribution payable. The Company
recognizes contribution payable to these schemes as an expenditure, when an employee renders the related service.
n Employee share based payments

Certain employees of the Company receive remuneration in the form of share-based payments, whereby employees render
services as consideration for equity instruments.
Equity-settled transactions:
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using a black
Scholes model except for the option on date of modification of plan from cash settled to equity settled transaction (refer
modification of plan).
That cost is recognised, together with a corresponding increase in employees stock option reserves in equity, over the period
in which the performance and/or service conditions are fulfilled in employee benefits expense. The cumulative expense
recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting
period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest. The expense
or credit in the Statement of Profit and Loss for a period represents the movement in cumulative expense recognised as at the
beginning and end of that period and is recognised in employee benefits expense.
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Service and non-market performance conditions are not taken into account when determining the grant date fair value of
awards, but the likelihood of the conditions being met is assessed as part of the Company’s best estimate of the number
of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value.
Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting
conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award
unless there are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions
have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested
irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service
conditions are satisfied.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
o Taxation
Income tax comprises of current tax and deferred tax. It is recognised in the Statement of Profit and Loss except to the extent
that it relates to an item recognised directly in the other comprehensive income.
Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the
reporting date in the countries where the Company operates and generates taxable income.
Current income tax relating to items recognised outside the Statement of Profit and Loss is recognised outside profit and loss
(either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction
either in other comprehensive income (OCI) or directly in equity. Management periodically evaluates positions taken in the tax
returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions
where appropriate.
In the situations where Company is entitled to a tax holiday under the Income-tax Act, 1961 enacted in India or tax laws
prevailing in the respective tax jurisdictions where they operate, no deferred tax (asset or liability) is recognised in respect of
temporary differences which reverse during the tax holiday period, to the extent the concerned entity’s gross total income is
subject to the deduction during the tax holiday period. Deferred tax in respect of temporary differences which reverse after
the tax holiday period is recognised in the year in which the temporary differences originate. However, the Company restricts
recognition of deferred tax assets to the extent it is probable that sufficient future taxable income will be available against
which such deferred tax assets can be realized. For recognition of deferred taxes, the temporary differences which originate
first are considered to reverse first.
Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised
amounts, and there is an intention to settle the asset and the liability on a net basis.
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
• When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not
a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
• In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint
ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that the
temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any
unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available
against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be
utilised, except:
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• hen the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an
W
asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss
• In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in
joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will
reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become
probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
realised, or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other
comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in
OCI or directly in equity.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, are
recognised subsequently if new information about facts and circumstances change. Acquired deferred tax benefits recognised
within the measurement period reduce goodwill related to that acquisition if they result from new information obtained about
facts and circumstances existing at the acquisition date. If the carrying amount of goodwill is zero, any remaining deferred
tax benefits are recognised in OCI/ capital reserve depending on the principle explained for bargain purchase gains. All other
acquired tax benefits realised are recognised in Statement of Profit and Loss.
The Company offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off
current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied
by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current
tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in
which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Minimum Alternate Tax (MAT)

Minimum alternate tax (MAT) paid in a year is charged to the Statement of Profit and Loss as current tax for the year. The deferred
tax asset is recognised for MAT credit available only to the extent that it is probable that the concerned company will pay
normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year
in which the company recognizes MAT credit as an asset, it is created by way of credit to the Statement of Profit and Loss and
shown as part of deferred tax asset. The company reviews the “MAT credit entitlement” asset at each reporting date and writes
down the asset to the extent that it is no longer probable that it will pay normal tax during the specified period.
p Treasury shares
The Company has created an Employee Benefit Trust (EBT) for providing share-based payment to its employees. The Company
uses EBT as a vehicle for distributing shares to employees under the employee remuneration schemes. The EBT buys shares
from the Company, for giving shares to employees. The Company treats EBT as its extension and shares held by EBT are
treated as treasury shares. Refer note 17.
No gain or loss is recognised in Statement of Profit and Loss on the issue or cancellation of the Company's own
equity instruments.
On consolidation of EBT with the Company, the value of shares held by trust is shown as a deduction from equity (i.e.
reduction from share capital to the extent of face value and remaining from securities premium). Gains/ losses recognized by
the trust on issue of shares are shown as a part of securities premium.
Share options exercised during the reporting period are issued from treasury shares.
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q Provisions and Contingent Liabilities

Provisions
Provisions are recognised when there is a present obligation (legal or constructive) as a result of a past event, it is probable that
an outflow of resources embodying economic benefits will be required to settle the obligation, in respect of which a reliable
estimate can be made of the amount of the obligation.
appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time
is recognised as a finance cost.

As per the terms of the contracts, the Company provides post-contract services / warranty support to some of its customers.
The Company accounts for the post-contract support / provision for warranty on the basis of the information available with the
management duly taking into account the current and past technical estimates. The estimate of such warranty-related costs is
revised annually.
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a
present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the
obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because
it cannot be measured reliably. The Company does not recognize a contingent liability but discloses it in the Standalone
Financial Statements, unless the possibility of an outflow of resources embodying economic benefits is remote.
r Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker (CODM). The Company has identified three reportable segment based on the dominant source, nature of risks and
return and the internal organisation and management structure and for which discrete financial information is available.
The Executive Management Committee monitors the operating results of its business units separately for the purpose of
making decisions about resource allocation and performance assessment.
The Company publishes standalone financial statements along with the consolidated financial statements. In accordance
with Ind AS 108, Operating segments, the Company has disclosed the segment information in the consolidated financial
statements. Accordingly, the segment information is given in the consolidated financial results of Happiest Minds Technologies
Limited and its subsidiary for the year ended March 31, 2022.
s Earnings/(Loss) per share

Basic earnings per share is calculated by dividing the net profit or loss attributable to equity holders of the Company (after
deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during
the period (including treasury share).
The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue,
bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of
equity shares outstanding, without a corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders
of the company and the weighted average number of shares outstanding during the period are adjusted for the effects of all
dilutive potential equity shares. The weighted average number of shares takes into account the weighted average effect of
changes in treasury share transactions and CCPS during the year.
Ordinary shares that will be issued upon the conversion of a mandatorily convertible instrument are included in the calculation
of basic earnings per share from the date the contract is entered into.
t Change in accounting policies and disclosure

(i) Amendment to Ind AS 116 : Covid-19- Related Rent Concessions.
MCA issued an amendment to Ind AS 116 Covid-19-Related Rent Concessions beyond 30 June 2021 to update the
condition for lessees to apply the relief to a reduction in lease payments originally due on or before 30 June 2022 from
30 June 2021. The amendment applies to annual reporting periods beginning on or after April 1, 2021. In case a lessee
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has not yet approved the financial statements for issue before the issuance of this amendment, then the same may be
applied for annual reporting periods beginning on or after April 1, 2020.
The Company has continued to apply the practical expedient for the extended period. Refer note 28
(ii) Amendment to Ind AS 103 Business Combination:

The amendment states that to qualify for recognition as part of applying the acquisition method, the identifiable assets
acquired and liabilities assumed must meet the definitions of assets and liabilities in the Framework for the Preparation
and Presentation of Financial Statements in accordance with Indian Accounting Standards* issued by the Institute of
Chartered Accountants of India at the acquisition date. Therefore, the acquirer does not recognise those costs as part of
applying the acquisition method. Instead, the acquirer recognises those costs in its post-combination financial statements
in accordance with other Ind AS.
These amendments had no impact on the financial statements of the Company.
(iii) Interest Rate Benchmark Reform – Phase 2: Amendments to Ind AS 109, Ind AS 107, Ind AS 104 and Ind AS 116
The amendments provide temporary reliefs which address the financial reporting effects when an interbank offered rate
(IBOR) is replaced with an alternative nearly risk-free interest rate (RFR).
(iv) Amendment to Ind AS 105, Ind AS 16 and Ind AS 28

The definition of “Recoverable amount” is amended such that the words “the higher of an asset’s fair value less costs
to sell and its value in use” are replaced with “higher of an asset’s fair value less costs of disposal and its value in use”.
The consequential amendments are made in Ind AS 105, Ind AS 16 and Ind AS 28.
(v) Amendments to Schedule III to the Companies Act, 2013 (“Schedule III”)
The MCA had notified the amendments to Schedule III to the Companies Act, 2013 on 24 March 2021. The amendment
contained significant additional disclosures requirement in the financial statements. The Company has adopted such
changes in preparing these Standalone Financial Statements.
u Standards notified but not yet effective:

(i) Amendments to Ind AS 37– Provisions, Contingent Liabilities and Contingent Assets-
The amendment specifies that the ‘cost of fulfilling’ a contract comprises the ‘costs that relate directly to the contract’.
Costs that relate directly to a contract can either be incremental costs of fulfilling that contract (examples would be
direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts (an example would be
the allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling the contract).
The effective date for adoption of this amendment is annual periods beginning on or after April1,2022, although early
adoption is permitted. The Company has evaluated the amendment and there is no impact on its financial statements.
There were no other standard notified but not yet effective upto the date of issuance of the Company's financial statements.
v Critical estimates and judgements

The preparation of the Standalone Financial Statements requires management to make judgements, estimates and assumptions
that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the
disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require
a material adjustment to the carrying amount of asset or liability affected in future periods. The areas involving significant
estimates or critical judgements are:
Significant estimates
(a) Defined benefit plans
The cost of the defined benefit gratuity plan and other post-employment benefit and the present value of the gratuity
obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that
may differ from actual developments in the future. These include the determination of the discount rate and future salary
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increases. Due to complexities involved in the valuation and its long term nature, a defined benefit obligation is highly
sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. The mortality rate is based on publicly available mortality table
in India. The mortality tables tend to change only at interval in response to demographic changes. Further salary increases
and gratuity increases are based on expected future inflation rates. Further details about the gratuity obligations are
given in Note 35.
(b) Impairment of Investment in subsidiary

The Company has investment in subsidiary which have been tested for impairment as at the year end. Estimates involved
in this assessment are continually evaluated. They are based on historical experience and other factors, including
expectations of future events that may have a financial impact on these subsidiaries that are believed to be reasonable
under the circumstances.
(c) Revenue recognition

The Company uses the percentage-of-completion method in accounting for its fixed-price contracts. Use of the
percentage-of-completion method requires the Company to estimate the efforts or costs expended to date as a proportion
of the total efforts or costs to be expended. Efforts or costs expended have been used to measure progress towards
completion as there is a direct relationship between input and productivity.
Provisions for estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses become
probable based on the expected contract estimates at the reporting date.
(d) Uncertainty relating to the global health pandemic on COVID-19

In assessing the recoverability of receivables including unbilled receivables, contract assets and contract costs, goodwill,
intangible assets, and certain investments, the Company has considered internal and external information up to the date
of approval of these consolidated financial statements including credit reports and economic forecasts. Based on the
current indicators of future economic conditions, the Company expects to recover the carrying amount of these assets.
The Company bases its assessment on the belief that the probability of occurrence of forecasted transactions is not
impacted by COVID-19. The Company has considered the effect of changes, if any, in both counterparty credit risk and its
own credit risk while assessing hedge effectiveness and measuring hedge ineffectiveness and continues to believe that
COVID-19 has no impact on effectiveness of its hedges. The impact of COVID-19 may be different from what we have
estimated as of the date of approval of these consolidated financial statements and the Company will continue to closely
monitor any material changes to future economic conditions.
Critical judgements
Deferred taxes
Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for all the
deductible temporary differences, carry forward of unused tax credits and unused tax losses, however the same is restricted
to the extent of the deferred tax liabilities unless it is probable that sufficient taxable profit will be available against which the
deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised. Refer note 11.
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3 Property, plant and equipment

Computer Office Furniture Leasehold Total Capital
Systems equipments and fixtures improvements work-in-progress
Cost or valuation
As at April 1, 2020 216 116 23 46 401 -
Additions 44 18 2 - 64 14
Disposals (13) - - - (13) -
As at March 31, 2021 247 134 25 46 452 14
Additions 45 11 - 11 67
Transfers from CWIP - - - 14 14 (14)
Disposals (27) (1) - - (28)
As at March 31, 2022 265 144 25 71 505 -
Accumulated depreciation
As at April 1, 2020 188 78 16 28 310 -
Charge for the year 44 20 9 15 88 -
Disposals (13) - - - (13) -
As at March 31, 2021 219 98 25 43 385 -
Charge for the year 37 18 - 16 71
Disposals (27) (1) - - (28)
As at March 31, 2022 229 115 25 59 428 -
Net book value
As at March 31, 2021 28 36 - 3 67 14
As at March 31, 2022 36 29 - 12 77 -
Note:
(ii) Refer note 20 for details of charge created on the Property, plant and equipment.
Capital work-in-progress (CWIP) Ageing

There are no CWIP as at March 31, 2022.
As at March 31, 2021 Amount in CWIP for a period Total

Less than 1-2 years 2-3 years More than
1 years 3 years
Projects in progress 14 - - - 14
Projects temporarily suspended - - - - -
Total 14 - - - 14
4 Goodwill and other intangible assets

i) Goodwill
March 31, 2022 March 31, 2021
Cost or valuation
Deemed cost
As at April 01 2,498 2,498
As at March 31 2,498 2,498
Accumulated impairment
As at April 01 1,887 1,887
As at March 31 1,887 1,887
Net book value as at March 31 611 611
243
ii) Other intangible assets

Other intangible assets Intangible
Customer Non- Computer Total assets under
relationships compete software development
Cost or valuation
As at April 1, 2020 204 11 254 469 17
Additions - - 19 19 -
Transfer from intangible assets - - 17 17 (17)
under development
As at March 31, 2021 204 11 290 505 -
Additions - - 311 311 35
Transfer from intangible assets - - - -
under development
As at March 31, 2022 204 11 601 816 35
Accumulated amortisation
As at April 1, 2020 200 10 186 396 -
Charge for the year 4 1 39 44 -
As at March 31, 2021 204 11 225 440 -
Charge for the year - - 105 105 -
As at March 31, 2022 204 11 330 545 -
Net book value
As at March 31, 2021 - - 65 65 -
As at March 31, 2022 - - 271 271 35
Intangible Assets under Development (IAUD) Ageing

As at March 31, 2022 Amount in IAUD for a period Total
1 years 3 years
Total 35 - - - 35
There were no IAUD as at March 31, 2021.
Impairment of goodwill
The Goodwill of ` 1,887 Lacs relates to business acquisition of OSS Cube Solutions Limited and ` 611 Lacs relates to the
business acquisition of Cupola Technology Private Limited which has been allocated to OSS Cube and Internet of things
(IoT) cash generating units (CGUs) respectively. Goodwill related to OSS cube is fully impaired.
Goodwill is tested for impairment on an annual basis by the Company. The recoverable value of the CGU is determined
based on value-in-use calculation using the cash flow projections based on the financial budgets approved by the
management covering a five year period.
244
The following table sets out the key assumptions for calculation of value-in-use for these CGUs:
IoT
March 31, 2022 March 31, 2021
Discount rate 22.32% 20.01%
Long term growth rate 4.00% 4.00%
Sales growth 20.00% 10.00%
Carrying value of goodwill 611 611
The discount rate is based on the Weighted Average Cost of Capital (WACC) which represents the weighted average return
attributable to all the assets of the CGU.
There is no impairment noted in the IoT CGU based on the assessment performed by the management. Management has
performed sensitivity analysis around the base assumption and have concluded that no reasonable possible change in key
assumptions would cause the recoverable amount of the IoT CGU lower than the carrying amount of CGU.
5 Right-of-use assets
Computer Systems Office Buildings Motor Vehicles Total
As at April 1, 2020 672 2,303 30 3,005
Additions 609 466 1,075
Depreciation (448) (1,464) (19) (1,931)
As at March 31, 2021 833 1,305 11 2,149
Additions 1,495 3,992 - 5,487
Depreciation (750) (1,492) (5) (2,247)
As at March 31, 2022 1,578 3,805 6 5,389
The average lease period of the leased assets is 4.7 years.

The Company recognized the following income and expense in the statement of profit and loss pertaining to leased assets:
March 31, 2022 March 31, 2021
Rent concession income 323 302
323 302
Interest expense on lease liabilities 487 328
Depreciation of Right-of-use assets 2,247 1,931
Rent expense pertaining to short- term leases 237 151
2,971 2,410
6 Investments
Unquoted, carried at cost less impairment
March 31, 2022 March 31, 2021
Investment in Subsidiary:
Investment in Equity shares of Happiest Minds Inc. (formerly known as PGS Inc.) 6,025 9,720
- refer note 47
1,00,000 (March 31, 2021 : 1,00,000 ) equity shares of face value of $1 6,025 9,720
each, fully paid
Less: Impairment in value of investment - -
6,025 9,720
Aggregate amount of quoted investment and market value thereof - -
Aggregate amount of unquoted investment 6,025 9,720
Aggregate amount of impairment in the value of investments - -
245
Note : Investment in subsidiaries includes principal place of business and proportion of ownership interest:
Name of entity Nature Country Ownership interest held
of incorporation by Company in %
March 31, 2022 March 31, 2021
Happiest Minds Inc. (formerly known as PGS Inc.) Subsidiary USA 100 100
7 Loans
Carried at amortised cost
March 31, 2022 March 31, 2021
Non-current
Loans considered good - Unsecured
Loans to Subsidiary - Refer note 39 2,274 -
2,274 -
Current
Loans to employees 4 14
4 14
8 Other financial assets

March 31, 2022 March 31, 2021
(a) Other financial assets carried at amortised cost
(unsecured, considered good, unless otherwise stated)
Non-current
Fixed deposit with maturity of more than 12 months 1,113 1,733
Margin money deposits - refer note (i) below 375 376
Security deposit 339 349
1,827 2,458
(i) Margin money deposit is used to secure:

Term loan - Federal bank 370 370
Guarantees given 5 6
Current
Interest accrued on fixed deposit 26 52
Unbilled revenue # 8,418 5,454
Interest accrued on loan to subsidiary - refer note 39 31 -
Other receivables 11 34
8,875 6,338
Security deposit - credit impaired 1 1

Less: Allowance for credit impaired loans (1) (1)

Less: loss allowance on unbilled revenue (169) (121)
8,706 6,217
# Classified as financial asset as right to consideration is unconditional and is due only after a
passage of time. Includes ` 89 from related party. Refer note 39
(b) Derivative instruments carried at fair value through OCI

Cash flow hedges
Foreign currency forward contracts 249 523
249 523
Total other current financial assets 8,955 6,740
246
9 Income tax assets (net)

March 31, 2022 March 31, 2021
Non - current 679 1,408
Income tax assets (net) 679 1,408
10 Other assets
March 31, 2022 March 31, 2021
Non - current
Prepaid expenses 1 7
1 7
Current
Balances with statutory / government authorities 170 449
Advance to employees against expenses 58 22
Advance to suppliers 92 59
Other advances 100 -
Unbilled revenue # 1,870 480
3,272 1,782
3,235 1,771
# Classified as non-financial assets as the contractual right to consideration is dependent upon completion on contractual milestones.
11 Deferred tax assets (net)

March 31, 2022 March 31, 2021
Deferred tax assets (net) 697 1,026
697 1,026
Significant components and movement in deferred tax assets and liabilities during the year
ended March 31, 2022 :
April 01, 2021 Recognised in Foreign currency March 31, 2022
profit or loss translation reserve
[charge/(credit)]
Deferred tax liability
Mutual funds 54 307 - 361
Goodwill 91 63 - 154
Derivative assets 128 - (80) 48
Total deferred tax liabilities 273 370 (80) 563
Deferred tax assets
Property, plant and equipment and (75) 14 - (61)
intangible assets
Loss allowance on trade receivables (318) 11 - (307)
Lease liability and right-of-use assets (125) (7) - (132)
Provision for gratuity and (618) 111 (24) (531)
leave encashment
Others (163) (66) - (229)
Total deferred tax assets (1,299) 63 (24) (1,260)
Deferred tax assets (net) (1,026) 433 (104) (697)
247
[charge/(credit)]
Mutual funds - 54 - 54
Goodwill - 91 - 91
Derivative assets - - 128 128
Total deferred tax liabilities - 145 128 273
Deferred tax assets
Property, plant and equipment and - (75) - (75)
intangible assets
Loss allowance on trade receivables - (318) - (318)
Lease liability and right-of-use assets - (125) - (125)
Provision for gratuity and - (582) (36) (618)
leave encashment
Others - (163) - (163)
Total deferred tax assets - (1,263) (36) (1,299)
Deferred tax assets (net) - (1,118) 92 (1,026)
12 Investments
Carried at fair value through statement of profit and loss
Units in Lacs Units in Lacs Amount Amount
Current
Aditya Birla - Money manager fund - Growth 3 - 803 -
Aditya Birla - Savings Fund - Growth 19 16 8,370 6,759
Axis - Banking and PSU debt fund - Growth 1 - 3,062 -
Axis - Treasury Advantage Fund - Growth - 1 - 2,954
HDFC - Ultra short term fund - Growth 727 756 9,023 9,028
ICICI Prudential - Liquid fund - Growth - 5 - 1,487
ICICI Prudential - Savings Fund - Growth - - - -
ICICI Prudential - Short term - Growth # - 9 - 405
ICICI Prudential - Short term fund - Growth 72 - 3,679 -
ICICI Prudential - Ultra short term fund - Growth 367 301 8,785 6,865
IDFC - Banking and PSU debt fund - Growth 175 - 3,578 -
IDFC - Ultra short term fund - Growth - 365 - 4,368
Kotak - Banking & PSU Debt fund - Growth 76 - 4,119 -
Kotak - Savings Fund - Growth - 210 - 7,282
L&T - Banking & PSU Debt fund - Growth 194 - 4,087 -
Nippon - Banking and PSU debt fund - Growth 27 - 459 -
UTI - Ultra short term fund - Growth * - 435 -
46,400 39,148
Note:
#Nil units of mutual funds of ICICI prudential mutual fund (March 31, 2021 - 9 Lacs units) is pledged with RBL Bank as security towards packing
credit facilities availed by the Company for the year ended March 31, 2022.
* Units are not presented as they are below the rounding off norms adopted by the Company.
Aggregate book value of quoted investments 46,400 39,148

Aggregate market value of quoted investments 46,400 39,148
Aggregate book value of unquoted investments - -
Aggregate market value of unquoted investments - -
248
13 Trade receivables
March 31, 2022 March 31, 2021
Current
Trade receivables - others 14,521 10,912
Trade receivables - related party - refer note 39 1,606 698
Total trade receivables 16,127 11,610
Break-up for security details

Unsecured, considered good 17,351 12,875
17,351 12,875
Impairment allowance
Unsecured, considered good (1,224) (1,265)
Trade receivables net of impairment 16,127 11,610
Trade receivables Ageing Schedule

As at March 31, 2022 Outstanding for the following periods from the due date of payment Total
Current but Less than 6 months-1 1-2 years 2-3 years More than
not due 6 months years 3 years
Undisputed Trade receivables - 12,788 3,625 385 337 93 123 17,351
considered good
Undisputed Trade receivables - - - - - - -
- which have significant
increase in credit risk
Undisputed Trade receivables - - - - - - - -
credit impaired
Disputed Trade receivables - - - - - - - -
considered good
Disputed Trade receivables - - - - - - -
credit impaired
Total 12,788 3,625 385 337 93 123 17,351
Less: Impairment allowance - - - - - - (1,224)
Total 16,127
249
considered good
credit impaired
considered good
credit impaired
Total 8,969 3,428 221 126 29 102 12,875
Less: Impairment allowance - - - - - - (1,265)
Total 11,610
(i) No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any
other person. Nor any trade or other receivable are due from firms or private companies respectively in which any director
is a partner, a director or a member.
(ii) Trade receivables are non-interest bearing and are generally on terms of immediate to 180 days.
(iii) For terms and conditions relating to related party receivables refer note 39.
(iv) For unbilled revenue refer note 8
14 Cash and cash equivalents

March 31, 2022 March 31, 2021
Balances with banks:
- in current accounts 4,521 3,548
Deposits with original maturity of less than three months - refer note below - 2,375
5,601 7,952
Note:
Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash
requirements of the Company, and earn interest at the respective short-term deposit rates.
15 Bank and bank balance other than cash and cash equivalents
March 31, 2022 March 31, 2021
Fixed deposit 9,092 2,940
Margin money deposits - refer note (i) below 972 2,995
Balances with bank in unpaid dividend account 7 -
10,071 5,935
Working capital facility and bank overdrafts 200 2,100
250
16 Share Capital
Equity share capital
i) Authorised share capital
Numbers Amount
Equity share capital of ` 2 each
As at April 1, 2020 5,00,00,000 1,000
Increase during the year - refer note below 17,93,00,000 3,586
As at March 31, 2021 22,93,00,000 4,586
Increase during the year - -
As at March 31, 2022 22,93,00,000 4,586
On April 29, 2020, the Board of Directors of the Company increased the authorised share capital of the Company to
` 4,586 Lacs divided into 22,93,00,000 equity shares of ` 2 each.
ii) Issued, subscribed and fully paid up Equity share capital

Numbers Amount
Equity share capital of ` 2 each, fully paid up
As at April 1, 2020 4,38,99,177 879
Conversion of preference shares during the year - refer note (1) below 9,08,47,235 1,817
Exercise of share options - refer note (2) below 4,10,386 8
Issued during the year - refer note (3) below 66,26,506 133
As at March 31, 2021 14,17,83,304 2,837
As at March 31, 2022 14,26,08,867 2,854
(1) During the year ended March 31, 2021, 5,57,345 Series A 14% Non Cumulative Compulsorily Convertible Preference
Shares (CCPS) were converted into equity at a ratio of 1:163.
(2) During the year ended March 31, 2022, Employee Benefit Trust (EBT) issued 8,25,563 (March 31, 2021 - 4,10,386)
equity shares to the employees upon exercise of employee stock options.
(3) During the year ended March 31, 2021, the Company has allotted 66,26,506 equity shares of face value ` 2
each, at a premium of ` 164 per share for cash as a part of an initial public offering vide board resolution dated
September 15, 2020. Transaction costs pertaining to the issue, net of reimbursements have been debited to
securities premium account.
(iii) Terms/ rights attached to equity shares

The Company has a single class of equity share of par value ` 2 each. Each holder of the equity shares is entitled to one
vote per share and carries a right to dividends as and when declared by the Company.
In the event of liquidation of the Company, the holders of equity shares, will be entitled to receive any of the remaining
assets of the Company after distribution of all preferential amounts.
(iv) Details of shareholders holding more than 5% shares in the Company: -

March 31, 2022 March 31, 2021
No of Shares Holding percentage No of Shares Holding percentage
Equity shares of ` 2 each fully paid
Mr. Ashok Soota (Promoter) 6,00,68,668 42.12% 6,00,61,701 42.36%
Ashok Soota Medical Research LLP 1,79,48,784 12.59% 1,79,48,784 12.66%
As per the records of the Company, including its register of shareholders/members and other declarations received from
shareholders regarding beneficial interest, the above shareholding represents legal ownership of shares.
(v) The Company has not issued any bonus shares or shares for consideration other than cash during the period of five years
immediately preceding the reporting date.
251
(vi) Details of shares held by promoters

As at March 31, 2022 Promoter No. of Shares Change No. of Shares % of Total % change
name at the beginning during at the end Shares during
of the year the year of the year the year
Equity shares of ` 2 Mr. Ashok Soota 6,00,61,701 6,967 6,00,68,668 42.12% 0.01%
each fully paid
As at March 31, 2021 Promoter No. of shares Change No. of shares % of Total % change
Equity shares of ` 2 Mr. Ashok Soota 1,55,43,017 4,45,18,684 6,00,61,701 42.36% 286.42%
each fully paid
17 Instrument entirely in the nature of equity

Numbers Amount
Series A 14% Non Cumulative Compulsorily Convertible Preference
shares of ` 652 each
As at April 1, 2020 7,50,000 4,890
Decrease during the year - refer note below (5,50,000) (3,586)
As at March 31, 2021 2,00,000 1,304
As at March 31, 2022 2,00,000 1,304
On April 29, 2020, the Board of Directors of the Company reduced the authorised share capital of the Company to
` 1,304 Lacs divided into 2,00,000 preference shares of ` 652 each.
ii)
Issued, subscribed and fully paid up Non Cumulative Compulsorily Convertible
Preference Share Capital
Numbers Amount
Shares of ` 652 each
As at April 1, 2020 5,57,345 3,634
As at March 31, 2021 - -
As at March 31, 2022 - -
(iii) Terms/ rights attached to convertible preference shares

(a) Each holder of CCPS is entitled to receive a preferential non-cumulative dividend at 14% per annum on the par value
of each share if declared by the Board of directors. Holders of CCPS shall receive preferential dividend in preference
to dividend payable on equity shares and shall not participate in any further dividends declared on Equity Shares.
Preference shareholders are also entitled to vote in the shareholders meeting.
Holders of CCPS are entitled to participate in the surplus proceeds (which is subject to a limit of two times the
amount invested) from the liquidation event, if any, on a pro-rata basis along with all other holders of equity shares
on a fully diluted basis.
The holders of the preference share at their option can require the Company to convert all or a part of Series A
preference shares held by them into equity shares at any time during the conversion period in according to the
conversion ratio defined in the agreement (i.e. 1:163).
252
All the preference share s shall be converted into equity shares in the ratio of 1:163 on occurrence of the
following event:
1- On expiry of the conversion period.
2- Later of (a) Date of filing Red herring prospectus with SEBI (b) Such other date as may be permitted by law in
connection with Qualified IPO.
3- Upon the holders of a majority of the investors shares exercising the conversion right with respect to preference
shares held by them
(iv) Details of shares held by promoters

Series A 14%
Non Cumulative
Compulsorily Mr. Ashok Soota - - - 0.00% 0.00%
Convertible Preference
Series A 14%
Non Cumulative
Compulsorily Mr. Ashok Soota 3,59,601 (3,59,601) - 0.00% (100)%
Treasury shares
No of shares
As at April 1, 2020 54,90,638
Issue for cash on exercise of share options (4,10,386)
As at March 31, 2021 50,80,252
As at March 31, 2022 42,54,689
For the terms/rights attached to treasury shares refer note 16 (iii) above
18 Other equity
March 31, 2022 March 31, 2021
Securities premium account 41,205 40,454
Retained earnings 22,388 10,637
Cash flow hedge reserve 142 378
Share options outstanding reserve 385 361
64,120 51,830
a) Securities premium account
Opening balance 40,454 27,781
Conversion of preference shares during the year - refer note (16) (ii) (1) - 1,817
Increase during the year - refer note (16) (ii) (3) - 10,867
Transaction costs, net of recovery or reimbursement of expense on issue of 327 (456)
shares - refer note (16) (ii) (3)
Exercise of share option by employees 154 64
Transferred from ESOP reserve for options exercised 270 381
Closing balance 41,205 40,454
253
March 31, 2022 March 31, 2021

b) Retained earnings
Opening balance 10,637 (5,457)
Other comprehensive income recognised directly in retained earnings (73) (108)
Dividend - refer note 19 (6,830) -
Transferred from share option outstanding reserve for options forfeited 6 9
c) Cash flow hedge reserve

Opening balance 378 (730)
Net movement on effective portion of cash flow hedges - refer note 37 (236) 1,108
Closing balance 142 378
d) Share options outstanding reserve

Opening balance 361 454
Share based payment expense - refer note 42 300 297
Transferred to retained earnings for options forfeited (6) (9)
Transferred to securities premium for options exercised (270) (381)
(i) Nature and purpose of other reserves

a) Securities premium account :
Securities premium account has been created consequent to issue of shares at premium. The reserve can be utilised
in accordance with the provisions of the Companies Act 2013.
b) Retained earnings :
Retained earnings comprises of prior years and current year's undistributed earnings/accumulated losses after tax.
c) Cash flow hedge reserve :

The Company uses foreign currency forward contracts to hedge the highly probable forecasted transaction and
interest rate swaps to hedge the interest rate risk associated with foreign currency term loan. The effective portion
of fair value gain/loss of the hedge instrument is recognised in the cash flow hedge reserve. Amounts recognised
in the cash flow hedge reserve is reclassified to the Statement of Profit and Loss when the hedged item affects
profit or loss.
d) Share options outstanding reserve :

The share based payment reserve is used to recognise the grant date fair value of options issued to employees
under Employee Stock Option Plan.
19 Distribution made
March 31, 2022 March 31, 2021
Dividends on equity shares declared and paid :
Final dividend paid for the year ended on March 31, 2021 : ` 3/- per share 4,311 -
Interim dividend for the year ended on March 31, 2022 : 1.75/- per share 2,519 -
(March 31, 2021 : Nil)
6,830 -
254
20 Borrowings
March 31, 2022 March 31, 2021
Non current
Secured
Foreign currency term loan from bank - refer note (a) below 3,793 5,658
3,793 5,658
Less: Current maturities of term loans (2,069) (1,997)
Total non-current borrowings 1,724 3,661
Current
Secured
Foreign currency loan (PCFC) - refer note (b) and (c) below 15,271 10,972
Current maturities of term loans
Total current borrowings 17,340 12,969
Notes
(a) Foreign currency term loan of ` 6,025 Lacs (USD 8.25 Mn) from Federal bank carries a fixed interest rate of 3.2% per
annum (March 31, 2021 : 3.45% per annum). The loan is repayable in 36 equal monthly instalments commencing from
February 28, 2021 and will mature on Feb 28, 2024. The loan is secured by the way of exclusive charge on movable fixed
assets of the Company (excluding leased asset charged to Hewlett packard) and also by lien on fixed deposit equivalent
to two months instalments plus interest (refer note 8). The loan is raised exclusively for funding the acquisition of Happiest
Minds Inc. (formerly known as PGS Inc.).
The interest rate on the loan was revised to 3.2% per annum w.e.f June 01, 2021. The Company has not incurred any
transaction fees for such modification and the modification has not resulted in the derecognition of the original liability.
No gain/ losses was recognized pursuant to the modification."
(b) PCFC loan taken from Kotak Mahindra carries an interest rate ranging 1.2% p.a. (March 31, 2021 - 1.25 % to 3.76 % p.a.)
and is repayable within 120 days.
PCFC loan taken from RBL bank carries an interest rate ranging 1.28% to 1.32% p.a. (March 31, 2021 - 1.90% to 4.07%
p.a.) and is repayable within 90-120 days.
PCFC loan taken from Federal bank carries an interest rate of 1.10% to 1.39% p.a. (March 31, 2021 - 2.3% p.a.) and is
repayable within 90 days.
PCFC loan taken from ICICI bank carries an interest rate of 1.15% to 1.45% p.a. (March 31, 2021 - 2.3% p.a.) and is
repayable within 90 days."
(c) PCFC are fully secured by the way of pari-passu charge on current assets of the Company. PCFC from RBL is additionally
secured by the way of lien on mutual funds of Nil (March 31, 2021 - ` 405 Lacs) (refer note 12). PCFC from Kotak Mahindra
is secured by way to lien on fixed deposits to the extent of Nil (March 31, 2021 - ` 600 Lacs) (Refer note 15).
(d) PCFC loan from RBL bank, Federal bank and Kotak Mahindra contains covenants pertaining to current ratio, interest
coverage ratio, EBIDTA to interest ratio, total outstanding liability to adjusted tangible net worth ratio. The Company
has satisfied all the debt covenants prescribed in the terms of the loan. Other loans doesnt have any debt convenants.
The Company has not defaulted in any of the loans payable.
255
The table below details change in the Company's liabilities arising from financing activities, including both cash and
non-cash changes
Non-current Current
borrowings # borrowings
As at April 01, 2020 927 6,916
Financing cash flows (net) 4,725 4,213
Non cash movements:
Amortisation of transaction cost 11 -
Foreign exchange difference (5) (157)
As at March 31, 2021 5,658 10,972
Financing cash flows (net) (2,053) 4,012
Non cash movements:
Foreign exchange difference 173 287
As at March 31, 2022 3,793 15,271
#Current maturities of term loans are included in the Non-current borrowings
21 Lease liabilities
March 31, 2022 March 31, 2021
Non current
Lease liabilities 5,911 2,645
5,911 2,645
Less: Current maturities of lease liabilities (1,792) (1,422)
Total non-current lease liabilities 4,119 1,223
Current
Total current lease liabilities 1,792 1,422
(i) Movement in lease liabilities for year ended March 31, 2022 and March 31, 2021:
March 31, 2022 March 31, 2021
Balance at beginning of the year 2,645 3,543
Additions 5,291 1,052
Finance cost incurred during the period - refer note 31 487 328
Payment of lease liabilities (2,512) (2,286)
Translation difference - 8
Balance at the end of the year 5,911 2,645
(ii) The table below provides details regarding the contractual maturities of lease liabilities as at March 31,
2022 and March 31, 2021
March 31, 2022 March 31, 2021
Less than one year 2,264 1,600
one to five years 4,769 1,328
more than five years - -
(iii) The Company had total cash outflow of ` 2,512 Lacs during the year ended March 31, 2022 (March 31, 2021 - ` 2,286
Lacs) for leases recognized in balance sheet. The Company has made a non-cash addition to right-of-use assets and
lease liabilities of ` 5,291 Lacs during the year ended March 31, 2022 (March 31, 2021 - ` 1052 Lacs).
256
22 Other financial liabilities

March 31, 2022 March 31, 2021
Non-current
Carried at fair value through profit or loss
Contingent consideration - 2,455
- 2,455
Current
Employee related liabilities 4,254 3,584
Unpaid dividend 7 -
4,261 3,584
- 1,276
Carried at fair value through other comprehensive income
Cash flow hedges
60 17
Total other current financial liabilities 4,321 4,877
23 Provisions
March 31, 2022 March 31, 2021
Non-current
Provision for gratuity - refer note 35 1,618 1,653
1,618 1,653
Current
Provision for gratuity - refer note 35 240 240
Provision for compensated absences 1,432 1,243
Other provisions
Provision for warranty 26 25
1,698 1,508
Movement during the year - Provision for warranty

Balance as at April 01, 2020 65
Arising during the year -
Utilised/ reversed during the year (40)
Balance as at March 31, 2021 25
Arising during the year 1
Utilised/ reversed during the year -
24 Contract liabilities
March 31, 2022 March 31, 2021
Unearned revenue - refer note (i) below 972 365
972 365
(i) The Company has rendered the service and have recognised the revenue of ` 354 Lacs (March 31, 2021: ` 484 Lacs)
during the year from the unearned revenue balance at the beginning of the year.
257
25 Trade payables
March 31, 2022 March 31, 2021
Total outstanding dues of Micro enterprises and Small enterprises - refer 79 95
note (iii) below
Total outstanding dues of creditors other than Micro enterprises and 5,215 3,876
Small enterprises
5,294 3,971
Trade payables Ageing Schedule

As at March 31, 2022 Outstanding for the following periods from the due Total
date of payment
1 years 3 years
Total outstanding dues of micro enterprises and 79 - - - 79
small enterprises
Total outstanding dues of creditors other than micro 802 13 1 20 836
enterprises and small enterprises
Disputed dues of micro enterprises and - - - - -
small enterprises
Disputed dues of creditors other than micro - - - - -
Provision for expenses - - - - 4,379
881 13 1 20 5,294
date of payment
1 years 3 years
small enterprises
Total outstanding dues of creditors other than micro 563 6 10 5 584
small enterprises
658 6 10 5 3,971
Terms and conditions of above trade payables:

(i) Trade payables are non-interest bearing and are normally settled on 0 to 90 days terms
(ii) For explanation of company's liquidity risk - refer note 37 (3)
(iii) Disclosure required under Clause 22 of Micro, Small and Medium Enterprise Development Act, 2006 - refer below note
258
Disclosure required under Clause 22 of Micro, Small and Medium Enterprise Development
Act, 2006
Particulars March 31, 2022 March 31, 2021
The principal amount and the interest due thereon remaining unpaid to any supplier
as at the end of each accounting year:
Principal amount due to micro and small enterprises 79 95
Interest due on the above - -
(i) The amount of interest paid by the buyer in terms of Section 16 of the MSMED - -
Act, 2006 along with the amounts of the payment made to the supplier beyond
the appointed day during each accounting year
(ii) The amount of interest due and payable for the period of delay in making - -
payment (which has been paid but beyond appointed day during the year) but
without adding the interest specified under the MSMED Act, 2006
(iii) The amount of interest accrued and remaining unpaid at the end of each - -
accounting year
(iv) The amount of further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues as above are actually
paid to the small enterprise for the purpose of disallowance as a deductible
expenditure under Section 23 of the MSMED Act, 2006
26 Other liabilities
March 31, 2022 March 31, 2021
Current
Statutory dues payable 2,223 1,475
Other payables 204 449
2,427 1,924
27 Revenue from contract with customers

For the year ended
March 31, 2022 March 31, 2021
Sale of service 1,03,303 76,061
1,03,354 76,096
27.1 Disaggregated revenue information

Segment For the year ended March 31, 2022
Infrastructure Digital Business Product Total
Management & Services Engineering
Security Services Services
Revenue from contract with customers 24,046 26,998 52,310 1,03,354
Total revenue from contracts with customers 24,046 26,998 52,310 1,03,354
India 8,821 4,185 3,674 16,680

Outside India 15,225 22,813 48,636 86,674
Timing of revenue recognition

Licenses transferred at a point in time 22 28 - 50
Fixed price project - services transferred over time 11,355 11,451 3,906 26,712
Time and material - services transferred over time 12,669 15,519 48,404 76,592
259

Revenue from contract with customers 16,421 20,043 39,632 76,096
Total revenue from contracts with customers 16,421 20,043 39,632 76,096
India 6,078 2,103 2,283 10,464

Outside India 10,343 17,941 37,348 65,632

Licenses transferred at a point in time - 35 - 35
27.2 Contract balances

For the year ended
March 31, 2022 March 31, 2021
Trade receivables 16,127 11,610
Unbilled revenue 8,249 5,333
Contract assets 1,833 469
Contract liability 972 365
27.3 Reconciling the amount of revenue recognised in the statement of profit and loss with the
contracted price
For the year ended
March 31, 2022 March 31, 2021
Revenue as per contract price 1,04,000 76,554
Discount (646) (458)
Revenue from contract with customers 1,03,354 76,096
The Company has applied practical expedient as given in Ind AS 115 for not disclosing the remaining performance obligation
for contracts that have original expected duration of one year or lesser. The Company have fixed price contracts for a period
of more than one year, the remaining performance obligation for these contracts is ` 12,635 Lacs (March 31, 2021: ` 7,089
Lacs). The revenue for remaining performance obligation is expected to be recognised over period of 1-3 years (March 31,
2021: 1-4 years).
28 Other income
For the year ended
March 31, 2022 March 31, 2021
Interest income on:
Deposits with bank 507 709
Loan to subsidiary - refer note 39 31 -
Income tax refund 46 49
Financial instrument measured at amortised cost 83 80
667 838
260
For the year ended

March 31, 2022 March 31, 2021
Fair value gain on investment measured at FVTPL 1,377 184
Gain on sale of investments measured at FVTPL 368 671
Exchange gain 788 79
Settlement claim - refer note (i) below - 212
Gain on property, plant and equipment sold / scrapped, net 10 -
Rent concession - refer note (ii) below 323 302
Insurance claim - refer note (iii) below 200 -
Miscellaneous income 38 56
3,104 1,504
3,771 2,342
(i) The Company had entered into Membership Interest Purchase Agreement on May 29, 2017 to acquire interest in OSS
Cube LLC. As per terms of Membership Interest Purchase Agreement, the sellers of OSS Cube LLC had to pay ` 100 Lacs
towards shortfall in working capital and accounts receivable for which the Company made a claim with the sellers through
US attorneys in May 2018. The Counsel representing sellers responded in June 2018, admitting the claim to the extent of
` 63 Lacs and have made a counterclaim of ` 558 Lacs for breach of earn-out/contingent payment. On 15th April 2020, a
settlement was reached and settlement agreement has been entered by both the parties wherein the sellers have agreed
to pay ` 212 Lacs (USD 2,80,000) over an agreed period of time and all claims by the seller have been relinquished.
The Company is also subject to certain other claims and suits that arise from time to time in the ordinary conduct of its
business. While the Company currently believes that such claims, individually or in aggregate, will not have a material
adverse impact on its financial position, cash flows, or results of operations, the litigation and other claims are subject to
inherent uncertainties, and management’s view of these matters may change in the future. Were an unfavourable final
outcome to occur in any one or more of these matters, there exists the possibility of a material adverse impact on the
Company’s business, reputation, financial condition, cash flows, and results of operations for the period in which the
effect becomes reasonably estimable.
The Company received settlement amount of ` 212 Lacs (USD 2,80,000) from OSS Cube LLC wide settlement and mutual
release agreement signed on April 15, 2020 which was recorded by the Company in the Profit and Loss Statement during
the year ended March 31, 2021."
(ii) During the year ended March 31, 2022 and March 31, 2021, there is a rent concession allowed as a direct consequence
of the Covid-19 pandemic. Rent concession has resulted in revised consideration for the lease that is less than the
consideration for the lease immediately preceding the change. Reduction in lease payments affect only payments originally
due on or before the June 30, 2022 (revised from earlier period of June 30,2021) and there is no substantive change to
other terms and conditions of the lease. As a practical expedient, the Company has elected not to assess rent concession
as a lease modification. The Company has accounted the change in lease payments resulting from rent concession in the
same way as it would account for the change under Ind AS 116, if the change were not a lease modification.
(iii) An American national and an ex-employee on September 9, 2019 had filed a class-action complaint against the Parent
Company before the United States District Court, Northern District of California, San Jose Division, alleging that the Parent
Company engaged in discriminatory employment practices. During the adjudication process, the Court felt that the matter
could be resolved through mediation and directed the parties to go in for an mediation/ settlement. The parties concluded
a settlement of ` 200 Lacs during year ended March 2021. During the year ended March 31, 2022, the Company
received reimbursements from the insurance company covering its claim covering settlement and related expenses
amounting to ` 200 Lacs which has been presented under ‘Other Income’.
261
29 Employee benefits expense

For the year ended
March 31, 2022 March 31, 2021
Contribution to provident and other funds 2,808 2,087
Employee stock compensation expense - refer note 42 300 297
Gratuity expense - refer note 35 518 408
61,210 45,012
30 Depreciation and amortisation expense

For the year ended
March 31, 2022 March 31, 2021
Depreciation of property, plant and equipment - refer note 3 71 88
Amortisation of intangible assets - refer note 4 105 44
Depreciation of right-of-use assets - refer note 5 2,247 1,931
2,423 2,063
31 Finance costs
For the year ended
March 31, 2022 March 31, 2021
Interest expense on:
Borrowings 343 289
Lease liabilities- refer note 21 487 328
Unwinding of interest in contingent consideration - 28
830 645
32 Other expenses
For the year ended
March 31, 2022 March 31, 2021
- Buildings 107 101
- Equipments 24 27
- Others 245 208
Rent expenses - refer note (ii) below 237 151
Commission 99 139
Insurance 48 44
Audit fees - refer note (i) below 67 81
Sitting fees to non-executive directors - refer note 39 54 56
Commission to non-executive directors - refer note 39 26 24
Corporate social responsibility ('CSR') expenditure - refer note 40 215 75
262
For the year ended

March 31, 2022 March 31, 2021
Impairment loss allowance on trade receivables -41 845
Impairment loss / (written back) on loans - 59
Postage and courier 94 25
Training expense 248 120
17,577 12,116
(i) Payment to auditors:

For the year ended
March 31, 2022 March 31, 2021
As auditor:
Audit fee 65 70
In other capacity
Certification fees - 9
Reimbursement of expenses 2 2
67 81
(ii) Rent expense recorded under other expenses are lease rental for short-term leases
33 Income tax expense

For the year ended
March 31, 2022 March 31, 2021
a) Statement of profit or loss
Adjustment of tax relating to earlier periods - -
Deferred tax credit 433 (1,118)
Income tax expense 6,437 2,409
b) Statement of other comprehensive income

On net movement on effective portion of cash flow hedges 80 (128)
On re-measurement losses on defined benefit plans 24 36
104 (92)
Reconciliation of tax expense and tax based on accounting profit:
Profit before income tax expense 25,085 18,602
Tax at the Indian tax rate of 25.17% (March 31, 2021: 25.17%) 6,314 4,682
Tax effect of:
Utilisation of previous year losses on which no deferred tax was created - (400)
Deferred tax recognised during the year net of reversal of temporary difference - (1,831)
Permanent difference 54 -
Others 69 (42)
263
34 Earnings per share ['EPS']

The following reflects the income and share data used in the basic and diluted EPS computations:
For the year ended

March 31, 2022 March 31, 2021
Profit after tax attributable to equity holders of the Company (a) (` in Lacs) 18,648 16,193
Weighted average number of shares outstanding during the year for basic EPS (b) 14,11,64,508 13,82,98,186
Weighted average number of shares outstanding during the year for diluted EPS (c) 14,44,10,568 14,18,87,367
Basic earnings per share (in `) (a/b) 13.21 11.71
Diluted earnings per share (in `) (a/c) 12.91 11.41
Equity share reconciliation for EPS
Equity share outstanding 14,11,64,508 12,27,00,079
CCPS convertible into Equity shares - 1,55,98,107
Total considered for basic EPS 14,11,64,508 13,82,98,186
Add: ESOP options / CCPS 32,46,060 35,89,181
Total considered for diluted EPS 14,44,10,568 14,18,87,367
35 Employee benefits plan

(i) Defined contribution plans - Provident Fund and others
The Company makes contributions for qualifying employees to Provident Fund and other defined contribution plans.
During the year, the Company recognised ` 2,808 Lacs (March 31, 2021 : ` 2,087 Lacs) towards defined contribution plans.
(ii) Defined benefit plans (funded):

The Company provides for gratuity for employees in India as per the Payment of Gratuity (Amendment) Act, 2018.
Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity
payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for
15 days salary multiplied for the number of years of service. The Gratuity plan of the Company is funded with qualifying
Insurance Company.
Gratuity is a defined benefit plan and Company is exposed to the following risks:
Interest risk A decrease in the bond interest rate will increase the plan liability.
Investment risk The present value of the defined benefit plan liability is calculated using a discount rate which
is determined by reference to market yields at the end of the reporting period on government
bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the
plan in India, it has a relatively balanced mix of investments in government securities and other
debt instruments.
Salary risk The present value of the defined benefit plan liability is calculated by reference to the future
salaries of members. As such, an increase in the salary of the members more than assumed level
will increase the plan's liability.
Longevity risk Since the benefits under the plan is not payable for life time and payable till retirement age only,
plan does not have any longevity risk.
Concentration risk Plan is having a concentration risk as all the assets are invested with the insurance company.
March 31, 2022 March 31, 2021

Current 240 240
Non-current 1,618 1,653
1,858 1,893
264
The following table sets out movement in defined benefits liability and the amount recognised in the
financial statements:
Changes in the defined benefit obligation and fair value of plan assets for the year ended March 31, 2022:
Defined benefit Fair value of Net amount
obligation (A) plan assets (B) (A-B)
As at April 1, 2021 1,997 104 1,893
Current service cost 413 - 413
Net interest expense 111 6 105
Total amount recognised in statement of profit and loss 524 6 518
Benefits paid (188) (188) -
Remeasurement
Return on plan assets - - -
Actuarial (gains)/losses arising from changes in (138) - (138)
demographic assumptions
financial assumptions
Experience adjustments 256 - 256
Total amount recognised in other comprehensive income 97 - 97
Contributions by employer - 650 (650)
As at March 31, 2022 2,430 572 1,858
As at April 1, 2020 1,539 44 1,495
Remeasurement
Return on plan assets - 2 (2)
Actuarial (gains)/losses arising from changes in 160 - 160
Experience adjustments (7) - -7
Total amount recognised in other comprehensive income 146 2 144
As at March 31, 2021 1,997 104 1,893
March 31, 2022 March 31, 2021
Insurance fund 572 104
Total 572 104
265

The principal assumptions used in determining gratuity benefit obligations for the company’s plans are shown below:
March 31, 2022 March 31, 2021
Expected return on plan assets 5.66% 5.58%
Future salary increases 8.00 % p.a. 11.00% p.a. for the next 1 year,
7.00% p.a. for the next 2 years,
starting from the 2nd year 9.00 % p.a.
thereafter, starting from the 4th year
Employee turnover 25.00% 20.00%
Mortality Indian Assured Lives Mortality Indian Assured Lives Mortality
2012-14 (Urban) (2006-08)
A quantitative sensitivity analysis for significant assumptions are as shown below:

Sensitivity Level March 31, 2022 March 31, 2021
Defined benefit obligation on increase/decrease in assumptions
Increase Decrease Increase Decrease
Discount rate 1% increase / decrease (76) 83 (87) 96
Future salary increase 1% increase / decrease 79 (75) 91 (85)
Attrition rate 1% increase / decrease (20) 21 (28) 30
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant.
In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the
sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the
defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been
applied as when calculating the defined benefit liability recognised in the balance sheet.

The following payments are expected cash flows to the defined benefit plan in future years:
Expected contributions to defined benefits plan for the year ended March 31, 2022 is ` 240 Lacs (March 31, 2021 : ` 240
Lacs). The weighted average duration of the defined benefit plan obligation at the end of the reporting period is 4 years
(March 31, 2021: 6 years). The expected maturity analysis of undiscounted gratuity is as follows:
March 31, 2022 March 31, 2021
Within the next 12 months 511 294
Between 2 and 5 years 1,381 1,000
Between 6 and 10 years 760 751
Beyond 10 years 351 645
36 Fair value measurement

i) The carrying value of financial assets by categories is as follows:
March 31, 2022 March 31, 2021
Measured at fair value through other comprehensive income (FVOCI)
Total financial assets measured at FVOCI 249 523
Measured at fair value through statement of profit and loss (FVTPL)
Investment in mutual funds 46,400 39,148
Total financial assets measured at FVTPL 46,400 39,148
Measured at amortised cost
Investment in subsidiary 6,025 9,720
Security deposits 728 1,147
Loans to related parties 2,274 -
Other financial assets 9,805 7,528
Bank and bank balance other than cash and cash equivalents 10,071 5,935
Cash and cash equivalents 5,601 7,952
Total financial assets measured at amortised cost 50,635 43,906
Total financial assets 97,284 83,577
266
ii) The carrying value of financial liabilities by categories is as follows:

March 31, 2022 March 31, 2021
Total financial liabilities measured at FVOCI 60 17
Measured at fair value through statement of profit and loss (FVTPL)
Total financial liabilities measured at FVTPL - 3,731
Foreign currency term loan 3,793 5,658
Foreign currency loan (PCFC) 15,271 10,972
Trade payables 5,294 3,971
Other financial liabilities 4,261 3,584
Total financial liabilities measured at amortised cost 34,530 26,830
Total financial liabilities 34,590 30,578
iii) Fair value hierarchy

The following table provides the fair value measurement hierarchy of the Company's assets and liabilities:
Quoted prices Significant Significant Total
in active market observable Unobservable
(Level 1) inputs (Level 2) inputs(Level 3)
March 31, 2022
Financial assets and liabilities
measured at fair values
Measured at fair value through other
comprehensive income (FVOCI)
Foreign currency forward contracts - 249 - 249
Measured at fair value through statement of
profit and loss (FVTPL)
Investment in mutual funds 46,400 - - 46,400
Total financial asset measured at fair value 46,400 249 - 46,649
Total financial liabilities - 60 - 60
measured at Fair value

March 31, 2021
Interest rate Swaps - - - -
267

March 31, 2021
Contingent consideration - - 3,731 3,731
Total financial liabilities - 17 3,731 3,748
Notes:
The fair value of the financial assets and liabilities are measured at the amount at which the instrument could be exchanged
in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and
assumptions were used to estimate the fair values:
a) The fair value of liquid mutual funds is based on the net assets value (NAV) as declared by the fund house.
b) The Company has entered into foreign currency forward contract to hedge the highly probable forecast transaction.
The derivative financial instrument is entered with the financial institutions with investment grade ratings.
Foreign exchange forward contracts are valued based on valuation models which include use of market observable
inputs, the mark to market valuation is provided by the financial institution as at reporting date. The valuation of
derivative contracts are categorised as level 2 in fair value hierarchy disclosure.
c) The management assessed that cash and cash equivalent, trade receivables, trade payables, other financial
assets (current), other financial liability (current), bank overdraft and cash credit, lease liabilities (current) and loans
to employees approximates their fair value largely due to short-term maturities of these instruments. Further the
management also estimates that the carrying amount of foreign currency term loan at fixed interest rates are the
reasonable approximation of their fair value and the difference between carrying amount and their fair value is
not significant.
d) The Company has valued contingent consideration by using the monte carlo simulation approach.
e) The fair value of remaining financial instruments are determined on transaction date based on discounted cash flows
calculated using lending/ borrowing rate. Subsequently, these are carried at amortized cost. The carrying amount of
the remaining financial instruments are the reasonable approximation of their fair value.
For financial assets carried at fair value, their carrying amount are equal to their fair value.
Level 3 inputs Weighted range Sensitivity

March 31, 2021
Contingent Standard deviation on 5% Increase and decrease in
consideration revenue and EBIDTA growth standard deviation by 1%
would decrease contingent
consideration by ` 177 Lacs
and increase contingent
consideration by ` 225 Lacs.
Discount rate 3% Increase and decrease in discount
rate by 1% would decrease
contingent consideration by ` 70
Lacs and increase contingent
consideration by ` 72 Lacs.
268
37 Financial risk management

The Company’s principal financial liabilities comprise of borrowings, lease obligation, trade and other payables. The main
purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include
security deposits, investments, trade and other receivables and cash and cash equivalents that is derived directly from its
operations. The Company also enters into derivative transactions for hedging purpose.
The Company's activities exposes it to market risk, liquidity risk and credit risk. The Company's risk management is carried out
by the management under the policies approved by the Board of Directors that help in identification, measurement, mitigation
and reporting all risks associated with the activities of the Company. These risks are identified on a continuous basis and
assessed for the impact on the financial performance. All derivative activities for risk management purposes are carried out
by specialist teams that have the appropriate skills, experience and supervision. It is the Company’s policy that no trading in
derivatives for speculative purposes will be undertaken. The Board of Directors reviews and agrees policies for managing
each of these risks, which are summarised below.
1. Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and equity price risk.
Financial instruments affected by market risk include loans and borrowings, deposits, investments, and derivative
financial instruments.
i. Foreign currency risk

The Company’s operates in various geographies and is exposed to foreign exchange risk on its various currency
exposures. The risk of changes in foreign exchange rates relates primarily to the Company’s operating activities.
The Company uses foreign currency forward contract governed by its board approved policy to mitigate its foreign
currency risk that are expected to occur within next 12 months period for forecasted sales. The counterparty for
these contracts is generally a reputed scheduled bank. The Company reports quarterly to a committee of the board,
which monitors foreign exchange risks and policies implemented to manage its foreign exchange exposures.
When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those
derivatives to match the terms of the hedged exposure. For hedges of forecast transactions, the derivatives cover
the period of exposure from the point the cash flows of the transactions are forecasted up to the point of sale that is
denominated in the foreign currency.
Hedge effectiveness is determined at inception and periodic prospective effectiveness testing is done to ensure the
relationship exist between the hedged items and hedging instruments, including whether the hedging instruments
is expected to offset changes in cash flows of hedge items.
269
a) The Company's exposure in foreign currency at the end of reporting period :

Currency Particulars March 31, 2022 March 31, 2021
FC ` FC `
Financial assets
USD Trade receivables 142 10,796 99 7,266
Loans 30 2,277 * 4
Other financial assets 87 6,602 59 4,282
Bank accounts 46 3,506 32 2,316
Derivative assets
Foreign exchange forward contracts# (505) (38,970) (493) (36,071)
Net exposure on foreign currency risk (assets) - - - -
Financial liability
Borrowings 252 19,092 228 16,673
Trade payables 7 530 5 353
Other financial liabilities 20 1,553 28 2,034
Other liabilities 9 667 8 599
Net exposure on foreign currency risk (liabilities) 288 21,842 269 19,659
Net exposure on foreign currency risk (288) (21,842) (269) (19,659)
(assets-liabilities)

FC ` FC `
EURO Financial assets
Trade receivables 7 627 15 1,328
Other financial assets 6 543 2 131
Bank accounts 10 838 * 18
Derivative assets
Foreign exchange forward contracts# (9) (811) (12) (1,031)
Net exposure on foreign currency risk (assets) 14 1,197 5 446
Financial liability
Trade payables 1 52 * (1)
Other liabilities * 13 * 16
Net exposure on foreign currency risk (liabilities) 1 65 - 15
Net exposure on foreign currency risk 13 1,132 5 431
Financial assets
GBP Trade receivables 6 568 8 771
Loans * 7 * 2
Bank accounts 4 422 1 134
Net exposure on foreign currency risk (assets) 15 1,449 11 1,119
Financial liability
Trade payables - - * 23
Other financial liabilities 4 360 5 509
Net exposure on foreign currency risk (liabilities) 5 481 6 645
Net exposure on foreign currency risk 10 968 5 474
# Represents outstanding foreign currency forward contracts. The outstanding forward contracts as March 31, 2022 and March 31,
2021 are within the maturity period of 12 months.
* Represents number below rounding off norms of the Company.
270
b) The sensitivity of profit or loss to changes in foreign exchange rates arising mainly from foreign currency denominated
financial instrument:
Impact on profit before tax
March 31, 2022 March 31, 2021
USD sensitivity
`/ USD increases by 5% (1,092) (983)
`/ USD decreases by 5% 1,092 983
EURO sensitivity
`/ EURO increases by 5% 57 22
`/ EURO decreases by 5% (57) (22)
GBP sensitivity
`/ GBP increases by 5% 48 24
`/ GBP decreases by 5% (48) (24)
* Sensitivity is calculated holding all other variables constant

In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk as the
year end exposure does not reflect the exposure during the year.
ii. Interest rate risk

The Company is not exposed to interest rate risk as at March 31, 2022 since all its financial assets or liabilities are either
non-interest bearing or are at fixed interest rate and are carried at amortised cost.
iii. Price risk
The company exposure to price risk arises for investment in mutual funds held by the company. To manage its price risk
arising from investments in mutual funds, the Company diversifies its portfolio.
Sensitivity:
The sensitivity of profit or loss to change in Net assets value (NAV) as at year end for investment in mutual funds.
March 31, 2022 March 31, 2021
NAV increases by 5% 2,320 1,957
NAV decreases by 5% (2,320) (1,957)
Impact of Hedge activities

(a) The following provides the details of hedging instrument and its impact on balance sheet
March 31, 2022
Currency Nominal value Amount in ` Line item in Fair value*
(Foreign Currency) the balance sheet gain/(loss)
Cash flow hedge
Foreign currency risk
(for highly probable -
forecast transactions)
- Foreign currency `/USD 505 38,970 Other financial 154
forward contracts assets/(liabilities)
- Foreign currency `/EURO 9 811 Other financial 35
* represents the impact of mark to market value at year end.
March 31, 2021

Cash flow hedge
(for highly probable -
- Foreign currency `/EURO 12 1,096 Other financial 49
271
(b) The effect o (b) The effect of cash flow hedge in hedge reserve and statement of profit and loss:
Highly probable Interest rate Total
forecast sales swaps
Balance as at April 01, 2020 (744) 14 (730)
Hedge gain/(loss) recognised in OCI 912 (31) 881
Amount reclassified from OCI to statement of profit and loss 338 17 355
Income tax effect (128) - (128)
Balance as at March 31, 2021 378 - 378
Hedge gain/(loss) recognised in OCI 189 - 189
Amount reclassified from OCI to statement of profit and loss (505) - (505)
Income tax effect 80 - 80
Reclassification for foreign currency forward contracts is recognised in foreign exchange gain or loss in Statement of
Profit and Loss.
2. Credit risk
Credit risk is the risk that counter party will not meet its obligations under a financial instruments or customer contract
leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables,
unbilled revenue and contract assets) and from its investing activities and from investing activities (primarily deposits with
banks and investments in mutual funds).
Revenue from one customer comprises around 14% of the total revenue of the Company. The remaining revenue of the
Company is spread across wide range of customers. For receivables turnover ratio, refer note 43.
(i) Trade receivables, unbilled revenue and contract assets.

Trade receivables, unbilled revenue and contract assets are typically unsecured and derived from revenue from
contracts with customers. Customer credit risks is managed by each business units subject to Company's policy and
procedures which involves continuously monitoring the credit worthiness of customers to which the Company grants
credits in the normal course of business. The Company follows ‘simplified approach’ for recognition of impairment
loss allowance on trade receivable. Under the simplified approach, the Company does not track changes in credit
risk. Rather, it recognizes impairment loss allowance based on lifetime expected credit losses at each reporting
date, right from initial recognition. The company uses a provision matrix to determine impairment loss allowance on
the portfolio of trade receivables. The provision matrix takes into account available external and internal credit risk
factors and the Company's historical experience with customers. Ageing of trade receivables and the provision in
books for trade receivables:
Not due 1-180 181-365 1-2 2-3 More than Total
days days years years 3 years
As at March 31, 2022
Trade receivables 12,788 3,625 385 337 93 123 17,351
Unbilled receivables 10,288
Allowance for (1,430)
expected credit loss
Net Trade receivables 12,788 3,625 385 337 93 123 26,209
Unbilled receivables 5,934
Allowance for (1,397)
expected credit loss
Total 8,969 3,428 221 126 29 102 17,412
Reconciliation of loss allowance March 31, 2022 March 31, 2021

Opening balance as at April, 1 (1,265) (2,516)
Allowance made during the year (net) - refer note 32 41 (845)
Utilised during the year - 2,096
Closing balance as at March, 31 (1,224) (1,265)
272
Other financial assets and cash deposit

Credit risk from balances with the banks, loans, investments in mutual funds and other financial assets are managed
by the company based on the company policy and is managed by the Company's Treasury Team. Investment of
surplus fund is made only with approved counterparties. The Company's maximum exposure to credit risk is the
carrying amount of such assets as disclosed in note 37 above.

Opening balance as at April, 1 (133) (145)
Allowance made during the year - refer note 32 (74) (41)
Utilised during the year - 53
Closing balance as at March, 31 (207) (133)
3. Liquidity risk
Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations
without incurring unacceptable losses. The Company's objective it to, at all times maintain optimum levels of liquidity
to meet its cash and collateral requirements. The Company closely monitors its position and maintains adequate
source of financing.
The Company has access to the following undrawn borrowing facilities at the end of the reporting period:
March 31, 2022 March 31, 2021

RBL Bank Limited 2,233 14
Kotak Mahindra Bank Limited 725 300
HDFC Bank Limited 1,000 1,000
Federal Bank Limited 37 1,500
ICICI Bank Limited 2,234 2,800
6,229 5,614
The table below summarises the maturity profile of the Company’s financial liabilities at the reporting date. The amounts
are based on contractual undiscounted payments.
Particulars Less than 1 year More than 1 year Total

Borrowings (including current maturities) 17,355 1,737 19,092
Lease liabilities 2,264 4,769 7,033
Trade payables 5,294 - 5,294
Foreign currency forward contracts 60 - 60
Other current financial liabilities # 4,385 26 4,411
29,358 6,532 35,890
Contingent consideration 1,829 3,476 5,305
Other current financial liabilities # 3,752 123 3,875
24,153 8,616 32,769
# Includes future interest payable on outstanding borrowings
273
38 Capital management
For the purpose of the Company’s capital management, capital includes issued equity capital, convertible preference shares,
securities premium and all other equity reserves. The primary objective of the Company’s capital management is to maintain a
strong capital base to ensure sustained growth in business and to maximize the shareholders value. The capital management
focuses to maintain an optimal structure that balances growth and maximizes shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the
requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend
payment to shareholders, return capital to shareholders or issue new shares. The Company includes within net debt, interest
bearing loans and borrowings, less cash and cash equivalents. The Company's gearing ratio, which is net debt divided by total
capital plus net debt is as below:

Borrowings (including current maturities) 19,064 16,630
Less : Cash and cash equivalents (5,601) (7,952)
Net (cash and cash equivalents)/debt (A) 13,463 8,678
Equity 66,974 54,667
Total equity capital (B) 66,974 54,667
Total debt and equity (C )=(A)+(B) 80,437 63,345
Gearing ratio (A)/(C ) 17% 14%
No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2022
and March 31, 2021.
39 Related party disclosure

(i) List of related parties and relationship
Key management personnel (KMP) 1. Mr. Ashok Soota (Executive Chairman)
2. Mr. Venkatraman N (Managing Director - w.e.f November 4, 2020 and CFO)
3. Mr. Girish Paranjpe (Independent director) (till March 10, 2020)
4. Mr. Avneet Singh Kochar (Non executive director) (till November 4, 2020)
5. Mr. Joseph Vinod Anantharaju (Director) (w.e.f November 4, 2020)
6. Mr. Praveen Darshankar (Company Secretary & Compliance Officer)
7. Mrs. Anita Ramachandran (Independent director) (w.e.f June 04, 2020)
8. Mr. Rajendra Kumar Srivastava (Independent director) (w.e.f June 04,2020)
9. Mrs. Shubha Rao Mayya (Independent director) (w.e.f June 04,2020)
Wholly owned subsidiaries Happiest Minds Technology LLC *
Happiest Minds Inc. (formerly known as PGS Inc.) (w.e.f January 27, 2021)
Relatives of KMP 1. Mr. Suresh Soota
2. Mr. Deepak Soota
3. Ms. Kunku Soota
4. Mrs. Usha Samuel
5. Mrs. Jayalakshmi Venkatraman
Entities under the control of KMP SKAN Research Trust
Happiest Health Systems Private Limited
Ashok Soota Medical Research LLP
Entity having significant influence over CMDB II (till September 7, 2020)
the reporting entity
Post employment benefit plan (PEBP) Happiest Minds Technologies Pvt. Ltd. Employees group gratuity trust
* Liquidated on June 1, 2020, and thus ceases to be a subsidiary. Refer note 44.
274
a) The following table is the summary of significant transactions with related parties by the Company:
March 31, 2022 March 31, 2021
(i) Sale of service
Happiest Minds Inc. 3,634 723
SKAN Research Trust 7 -
Ashok Soota Medical Research LLP 5 -
Happiest Health Systems Private Limited 68 -
(ii) Director's sitting fees:
Mrs. Anita Ramachandran 22 21
Mr. Rajendra Kumar Srivastava 11 14
Mrs. Subha Rao Mayya 21 21
(iii) Commission to directors
(iv) Contribution made to post employee benefit plan:
Happiest Minds Technologies Pvt. Ltd. Employees group gratuity trust 650 154
(v) Loans given
Happiest Minds Inc. 2,231 -
(vi) Interest income on Loans given
Happiest Minds Inc. 31 -
(vii) Managerial remuneration* :
Mr. Venkatraman N
Salary, wages and bonus 120 112
Mr. Ashok Soota
Mr. Praveen Darshankar
Mr. Joseph Vinod Anantharaju
* As the liability for gratuity and compensated leave absences is provided on an actuarial basis for the Company as a whole, the amount
pertaining to the directors are not included above.
viii) Reimbursement of expenses received#:
Mr. Ashok Soota - 703
CMBD II - 2,276
# Represents share issue expense incurred by the Company on behalf of the selling shareholders which was subsequently reimbursed.
ix) Dividend paid
Mr. Joseph Vinod Anantharaju 20 -
Mr. Ashok Soota 2,853 -
Mr. Venkatraman N 24 -
Deepak Soota 2 -
Suresh Soota 1 -
Kunku Soota 2 -
Usha Samuel 4 -
Jayalakshmi Venkatraman 16 -
Praveen Kumar Darshankar 3 -
275
x) Details of CCPS converted:
March 31, 2021

Date of resolution Name of related party No. of CCPS converted No. of equity shares Amount
May 13, 2020 Mr. Ashok Soota 3,58,728 5,84,72,664 2,339
July 10, 2020 Mr. Ashok Soota 1,129 1,84,027 7
July 10, 2020 Mr. Venkatraman N 2,099 3,42,137 14
July 10, 2020 CMDB II 1,67,173 2,72,49,199 1,090
July 10, 2020 Mr. Suresh Soota 193 31,459 1
July 10, 2020 Mr. Deepak Soota 301 49,063 2
July 10, 2020 Ms. Kunku Soota 260 42,380 2
July 10, 2020 Mrs. Usha Samuel 482 78,566 3
b) The balances receivable from and payable to related parties are as follows :
March 31, 2022 March 31, 2021
(i) Trade receivables:
Happiest Minds Inc. 1,600 698
(ii) Unbilled receivables:
Happiest Minds Inc. 22 -
(iii) Loans given
Happiest Minds Inc. 2,274 -
(iv) Accrued interest on Loans given
Happiest Minds Inc. 31
(v) Other financial liability
Happiest Minds Inc. - 3,731
(vi) Trade payables
Terms and conditions of transactions with related parties:

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length
transactions. Loans of ` 738 (USD 1 mn) ` 1492 (USD 2 mn) given to Happiest Minds Inc. carries an interest rate of
4.93% p.a and 5.367% p.a. respectively and is repayable after 3 years. All other outstanding balances at the year-end
are unsecured, interest free and settlement occurs in cash. There have been no guarantees provided or received
for any related party receivables or payables. For the year ended March 31, 2022, the Company has not recorded
any impairment of receivables relating to amounts owed by related parties (March 31, 2021: Nil). This assessment is
undertaken each financial year through examining the financial position of the related party and the market in which the
related party operates.
276
40 Corporate Social Responsibility ('CSR') expenditure

Details of CSR expenditure are as follows:
March 31, 2022 March 31, 2021
(a) Gross amount required to be spent by the Company during the year 205 64
(b) Amount approved by the board to be spent during the year 215 75
(c) Amount spent during the year ending on March 31, 2022 : In cash Yet to Total
be paid in cash
i) Construction/ Acquisition of any asset - - -
ii) On purpose other than above 215 - 215
(d) Amount spent during the year ending on March 31, 2021 : In cash Yet to Total
be paid in cash
(e) Details related to spent/ unspent obligations:
i) Contribution to Public Trust - -
ii) Contribution to Charitable Trust 215 75
iii) Unspent amount in relation to:
- Ongoing project - -
- Other than ongoing project - -
215 75
Details of ongoing project and other than ongoing project

In case of S. 135(6) (Ongoing Project)
Opening balance Amount Amount spent during the year Closing balance
With Company In Separate required From Company's From separate With In separate CSR
CSR unspent A/c to be spent bank A/c CSR unspent A/c Company unspent A/c
during the year
- - - - - - -
In case of S. 135(5) (Other than ongoing Project)

Opening balance Amount deposited in Amount required Amount spent Closing balance
specified fund of Sch. to be spent during the year
VII within 6 months during the year
- - 205 215 -
In case of S. 135(5) Excess amount spent

Opening balance Amount required to be spent Amount spent Closing balance
(11) 205 215 (21)
277
41 Commitments and Contingent Liabilities

i) Capital Commitments
March 31, 2022 March 31, 2021
Capital commitments towards purchase of capital assets 638 152
ii) Other claims against the Company not provided for in the books
a) Compounding and Settlement Applications filed by the Company
A compounding application has been filed by the Company before the National Company Law Tribunal (NCLT) and
Registrar of Companies, Bombay (“RoC”), in relation to allotments of Equity Shares made by the Company during
year ended March 31, 2013 and 2014 under ESOP Scheme 2011 and ESOP Scheme 2011 USA, where certain
allotments were made in contravention of Section 67(3) of the Companies Act, 1956.
The Board, vide a resolution passed at its meeting held on August 4, 2020 voluntarily decided to provide an exit
offer to the shareholders. Upon completion of the exit offer, the Company has filed a compounding application with
the RoC (which will be forwarded to the National Company Law Tribunal, Bengaluru bench upon approval) and a
settlement application with SEBI.
The matter has been closed by ROC bangalore vide letter dated February 1, 2022 citing no contravention
of Section 67(3).
b) With respect to the License Agreement entered in June 2018 between the Company and a customer, for providing
software services, the customer terminated the agreement claiming non-satisfactory delivery of services and
damages of ` 623 Lacs. The customer has also initiated arbitration proceedings which is the Company is currently
contesting and is of the view that no that claim is not tenable and accordingly no adjustments are made in the
c) There are numerous interpretative issues relating to the Supreme Court (SC) judgement on PF dated February 28,
2019. As a matter of caution, the Group has taken cognizance of the matter on a prospective basis from the date of
the SC order. The Group will update its provision, if any, required, on receiving further clarity on the subject.
d) The Company is also subject to certain other claims and suits that arise from time to time in the ordinary conduct
of its business. While the Company currently believes that such claims, individually or in aggregate, will not have a
material adverse impact on its financial position, cash flows, or results of operations, the litigation and other claims
are subject to inherent uncertainties, and management’s view of these matters may change in the future. Were an
unfavourable final outcome to occur in any one or more of these matters, there exists the possibility of a material
adverse impact on the Company’s business, reputation, financial condition, cash flows, and results of operations for
the period in which the effect becomes reasonably estimable.
42 Share based payments

Employee Share Option Plan (ESOP)
The Company instituted the Employee Share Option Plan 2011 (""ESOP 2011"") and Equity Incentive Plan 2011 (""EIP
2011"") for eligible employees during the year ended March 2012 which was approved by the Board of Directors (Board) on
October 18, 2011 and January 19, 2012 duly amended by the Board on January 22, 2015.
Besides the above plan, the Company has also instituted Employee Share Option Plan 2014 (""ESOP 2014"") duly approved
by the Board on October 20, 2014 and by the shareholders on January 22, 2015. The Company has also instituted Employee
Share Option Plan 2015 (""ESOP 2015"") duly approved by the Board on June 30, 2015 and by the shareholders on July 22,
2015. During year ended 2018, the Company has amended ESOP 2014 and all options granted under ESOP 2014 be
deemed to be granted under ESOP 2011 duly approved by the Board on October 25, 2017. The plans are separate for
USA employees (working out of the United States America - ""USA"") and employees working outside USA. The Company
administers these plans.
On April 29, 2020 the Board of the Company approved Happiest Minds Employee Stock Option Scheme 2020 (""ESOP
2020"") consisting of 70,00,000 equity shares. The Company will henceforth issue grants under the ESOP 2020 only.
The contractual term of each option granted is 5-8 years.
278
Key features of these plans are provided in the below table:

Key Terms ESOP 2011 ESOP 2014 / EIP 2011 ESOP 2015 ESOP 2020
for US Employees / EIP 2011
for US Employees
Class of Share Equity Shares (as Pursuant to conversion Equity Shares (as Equity Shares (as
amended vide board of Class B Non-voting amended vide amended vide
meeting held on April 26, Equity Shares (entitled board meeting held board meeting
2017 and Annual general under ESOP 2014) on April 26, 2017 held on April 29,
meeting held on to Equity shares (as and Annual general 2020 and extra
July 31, 2017). amended vide board meeting held on ordinary general
meeting held on April 26, July 31, 2017). meeting held
2017 and Annual general on May 13, 2020).
meeting held on July 31,
2017), the Board of
Directors at its meeting
held on October 25,
2017 approved the
administration of
options granted
and shares allotted
under erstwhile ESOP
2014 to ESOP 2011.
Ownership Legal Ownership Legal Ownership Legal Ownership
Vesting Pattern Four-year vesting term and vest at the rate of 15%, 20%, 30% and 35% at the end of 1,2,3 and
4 years respectively from the date of grant and become fully exercisable, subject to employee
being in the employment of the Company.
Exercise Price Exercisable at an exercise Exercisable at an Exercisable at an No grant has
price of ` 2, ` 3, ` 5 and exercise price of ` 2 and exercise price been made
` 6 per option. ` 6 per option. of ` 2, ` 6.25, under this scheme
` 9.50, ` 11.50 and
` 26 per option.
Economic Benefits The holders of the equity shares will be entitled to the economic benefits of holding these shares
/ Voting Rights only after the completion of the various vesting terms mentioned above and shall acquire voting
rights as a shareholder of the Company as duly approved by the shareholders at the meeting
held on July 31, 2017.
For the year ended

March 31, 2022 March 31, 2021
Movements during the year

The following table illustrates the number and weighted average exercise price of share options during the year
March 31, 2022

Options - India/UK Plan Employee Stock Ownership Plan 2011 Employee Stock Ownership Plan 2015
No. of options WAEP* No. of options WAEP*
Outstanding at the 1,27,868 5.98 39,65,379 25.31
beginning of the year
Granted during the year - - - -
Exercised during the year (35,600) 5.24 (8,13,898) 23.26
Forfeited during the year (3,600) 6.00 (3,92,774) 25.82
Outstanding options as at the 88,668 6.28 27,58,707 25.85
end of the year
Weighted Average Remaining
0.12 years 4.59 years
Contractual Life
279
Options - USA Plan Equity Incentive Plan for Equity Incentive Plan for
US Employees-2011 US Employees-2011
Outstanding at the 20,000 6.00 49,470 24.18
Exercised during the year (4,000) 6.00 (17,890) 20.98
Forfeited during the year - - (1,750) 26.00
Outstanding options as at the 16,000 6.00 29,830 26.00
end of the year
Contractual Life
March 31, 2021

Granted during the year - - 37,000 26.00
Outstanding options as at the 1,27,868 5.98 39,65,379 25.31
end of the year
Contractual Life
Exercised during the year - - (6,905) 26.00
Forfeited during the year - - - -
end of the year
Weighted Average Remaining 0.8 years 3.73 years
Contractual Life
* Weighted Average Exercise Price
No options were granted during the year. The weighted average fair value of the options granted during the year ended
March 31, 2021 is ` 12.23.
The weighted average share price of shares exercised during the year is ` 963.88 (March 31, 2021 - ` 372.61)
Exercisable options as at March 31, 2022 - 8,47,466 options (March 31, 2021 - 7,77,628 options) and weighted average
exercise price - ` 22.92 (March 31, 2020 - ` 18.59)
The Black Scholes valuation model has been used for computing the weighted average fair value considering the
following inputs:
March 31, 2022 March 31, 2021
Expected dividend yield NA 0.00%
Expected Annual Volatility of Shares NA 50.00%
Risk-free interest rate (%) NA 6.98%
Exercise price (`) NA 26.00
Expected life of the options granted (in years) NA 3-6 years
The expected life of the stock is based on historical data and current expectations and is not necessarily indicative of exercise
patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of
the options is indicative of future trends, which may also not necessarily be the actual outcome.
280
43 Ratio analysis and its elements

Ratio Numerator Denominator March March % Change
31, 2022 31, 2021
Current ratio Current Assets Current Liabilities 2.67 2.71 -1%
Debt- Equity Ratio Total Debt Shareholder’s Equity 0.37 0.35 6%
Debt Service Earnings for debt service = Net Debt service = Interest 4.46 4.93 -10%
Coverage ratio profit after taxes + Non-cash & Lease Payments +
operating expenses Principal Repayments
Return on Equity ratio Net Profits after taxes – Average 0.31 0.40 -23%
Preference Dividend Shareholder’s Equity
Trade Receivable Net revenue Average 7.45 6.59 13%
Turnover Ratio Trade Receivable
Trade Payable Net credit purchases = Average Trade Payables 3.76 3.26 15%
Turnover Ratio Gross credit purchases -
purchase return
Net Capital Net revenue Working capital = Current 1.83 1.65 11%
Turnover Ratio assets – Current liabilities
Net Profit ratio Net Profit Net sales = Total 0.18 0.21 -14%
sales - sales return
Return on Capital Earnings before Capital Employed 0.28 0.26 8%
Employed interest and taxes = Tangible Net
Worth + Total Debt +
Deferred Tax liability
Return on Investment Interest (Finance Income) and Investments (includes 0.04 0.04 0%
gain from mutual funds mutual funds, and
fixed deposits)
44 Liquidation of subsidiary
The Company in its Board Meeting on March 16, 2020 passed a resolutions to voluntarily dissolve and wind up the operation
of its subsidiary, i.e. Happiest Minds Technologies LLC, USA. Pursuant to such resolutions, the Company had filed a request for
termination of the aforesaid subsidiary and received a certificate from the Office of Secretary of State approving such winding
up on June 1, 2020 and consequent to such approval the Company has liquidated its subsidiary.
45 The Board of Directors of the Company at their meeting held on May 5, 2022, recommended the payout of a final dividend of
` 2/- per equity share of face value ` 2/- each for the financial year ended March 31, 2022 . This recommendation is subject
to approval of shareholders at the 11th Annual General Meeting of the Company scheduled to be held on June 30, 2022.
46 The financial statements of the Company for year ended March 31, 2021 were audited by M/s S.R.Batliboi & Associates LLP,
Chartered Accountants, the predecessor auditor who have expressed an unmodified audit opinion.
47 The Company had acquired 100% voting interest in Happiest Minds Inc. (erstwhile PGS Inc.) vide definitive agreements signed
on January 27,2021, for a total recorded consideration of US $ 13.31 Mn (` 9,720 Lacs), comprising cash consideration of
US $ 8.25 Mn (` 6,025 Lacs) and fair-valued contingent consideration in the form of warrants of US $ 5.06 Mn (` 3,696 Lacs)
payable over next 3 years.
During the year ended March 31, 2022, the Company re-evaluated its primary obligation for pay-outs of the contingent
consideration and concluded that the obligation for the pay-out of the contingent consideration is with its subsidiary, Happiest
Minds Inc., and the Company’s obligation is restricted to ensure that sufficient cash flows are available with Happiest Minds
Inc. to meet its obligations. Consequently, the contingent consideration of US $ 5.06 Mn (` 3,696 Lacs) and investment in
Happiest Minds Inc. (erstwhile PGC Inc.) of US$ 5.06 Mn (` 3,696 Lacs) has been reversed in the standalone balance sheet
of the Company.
281
48 The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post-employment benefits
received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date
on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued.
The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period in
which the Code becomes effective.
49 The full impact of COVID-19 still remains uncertain and could be different from the estimates considered while preparing
these Standalone Financial Statements. The Company will continue to closely monitor any material changes to future
economic conditions.
50 The Company maintains the information and documents as required under the transfer pricing regulations under Section
92-92F of the Income Tax Act, 1961. The management is in the process of updating the transfer pricing documentation for the
financial year 2021 - 2022 and is of the view that its transactions are at arm’s length and the aforesaid legislation will not have
any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.
51 Previous year's figures have been regrouped/ reclassified wherever necessary to conform with current year classification.

Date: May 5, 2022
Praveen Darshankar
Company Secretary &
Compliance Officer
FCS No.: F6706
Date: May 5, 2022
282
INDEPENDENT AUDITOR’S REPORT

To The Members of Happiest Minds Technologies Limited
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the accompanying consolidated financial statements of Happiest Minds Technologies Limited (”the Parent”/
“the Holding Company”) and its subsidiary, (the Parent/ Holding Company and its subsidiary together referred to as “the
Group”), which comprise the Consolidated Balance Sheet as at March 31, 2022, and the Consolidated Statement of Profit and Loss
(including Other Comprehensive Income), the Consolidated Statement of Cash Flows and the Consolidated Statement of Changes
in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information, in which are
incorporated the financial statements of Happiest Minds Technologies Share Ownership Plans Trust (the “ESOP trust”) for the year
ended on that date audited by the other auditors (‘trust auditor’).
In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of
reports of the trust auditor on separate financial statements of the ESOP trust, the aforesaid consolidated financial statements give
the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity
with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended (‘Ind AS’), and other accounting principles generally accepted in India, of the consolidated
state of affairs of the Group as at March 31, 2022, and their consolidated profit/loss, their consolidated total comprehensive income,
their consolidated cash flows and their consolidated changes in equity for the year ended on that date.
Basis for Opinion

We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing specified under
section 143 (10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibility
for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group, in accordance with
the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are
relevant to our audit of the consolidated financial statements under the provisions of the Act and the Rules made thereunder, and
we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe
that the audit evidence obtained by us and the audit evidence obtained by the trust auditor in terms of their report referred to in
the sub-paragraphs of the Other Matters section below, is sufficient and appropriate to provide a basis for our audit opinion on the
consolidated financial statements.
Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated
financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit matters to be communicated in our report.
283
Sr. No. Key Audit Matter Auditor’s Response

1 Fixed price contracts using the percentage of Principal audit procedures performed:
completion method Our audit procedures related to estimates of efforts to complete
(refer note 2(a) and note 26 of the consolidated Ind AS for fixed-price contracts accounted using the percentage-of-
financial statement) completion method included the following, among others:
•
We tested the effectiveness of controls relating to (1)
Revenue from fixed-price contracts, including software
recording of efforts incurred and estimation of efforts
development, and integration contracts, where the
required to complete the remaining contract performance
performance obligations are satisfied over time, is
obligations, and (2) access and application controls
recognized using the percentage-of-completion
pertaining to time recording and allocation systems,
method. Use of the percentage-of-completion method
which prevents unauthorized changes to recording of
requires the Company to determine the project costs
efforts incurred.
incurred to date as a percentage of total estimated
project costs required to complete the project. • We evaluated management’s ability to reasonably
The estimation of total project costs involves significant estimate the progress towards satisfying the performance
judgement and is assessed throughout the period of obligation by comparing actual information to estimates for
the contract to reflect any changes based on the latest performance obligations that have been fulfilled.
available information.
•
We selected a sample of fixed price contracts with
customers accounted using percentage-of-completion
We identified the revenue recognition for fixed price
method and performed the following:
contracts where the percentage-of-completion
method is used as a critical audit matter because of • Read the contract and based on the terms and
the significant judgement involved in estimating the conditions evaluated whether recognizing revenue
efforts to complete such contracts. This estimate has over time was appropriate, and the contract
a high inherent uncertainty and requires consideration was included in management’s calculation of
of progress of the contract, efforts incurred to-date and revenue over time.
estimates of efforts required to complete the remaining
• Evaluated other information that supported the
contract performance obligations over the lives of
estimates of the progress towards satisfying the
the contracts.
performance obligation.
This required a high degree of auditor judgement •

Evaluated the appropriateness of and consistency
in evaluating the audit evidence supporting the in the application of management’s policies and
application of the input method used to recognize methodologies to estimate progress towards
revenue and a higher extent of audit effort to evaluate satisfying the performance obligation.
the reasonableness of the total estimated amount of
•
Compared efforts incurred with data from the
revenue recognized on fixed-price contracts.
timesheet application system
• Tested the estimate for consistency with the status of

delivery of milestones and customer acceptances to
identify possible delays in achieving milestones, which
require changes in estimated efforts to complete the
remaining performance obligations.
•
We assessed the adequacy of disclosures made
in the financial statements with respect to revenue
recognized during the year as required by applicable
Indian Accounting Standards
Information Other than the Financial Statements and Auditor’s Report Thereon
• The Parent’s/ Holding Company’s Board of Directors is responsible for the other information. The other information comprises
the information included in the annual report 2021-22, but does not include the consolidated financial statements, standalone
financial statements and our auditor’s report thereon. The report is expected to be made available to us after the date of this
auditor's report.
• Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
284
• In connection with our audit of the consolidated financial statements, our responsibility is to read the other information
identified above, when it becomes available, and in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained during the course of our audit or otherwise appears to
be materially misstated. Other information so far as it relates to the ESOP trust, is traced from its financial statements audited
by the trust auditor.
• When we read the Annual report, if we conclude that there is a material misstatement therein, we are required to communicate
the matter to those charged with governance as required under SA 720 ‘The Auditor’s responsibilities Relating to
Other Information’.
Management’s Responsibility for the Consolidated Financial Statements

The Parent’s/ Holding Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect
to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position,
consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated changes
in equity of the Group in accordance with the Ind AS and other accounting principles generally accepted in India. The respective
Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds
and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of
the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which
have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Parent/ Holding
Company, as aforesaid.
In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group are
responsible for assessing the ability of the respective entities to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends
to liquidate their respective entities or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group are also responsible for overseeing the financial reporting
process of the Group.
Auditor’s Responsibility for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout
the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on
whether the Parent/ Holding Company has adequate internal financial controls system in place and the operating effectiveness
of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on
the ability of the Group and its associates and jointly controlled entities/ joint ventures to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures
in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause
the Group and its associates and jointly controlled entities/ joint ventures to cease to continue as a going concern.
285
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures,
and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves
fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the ESOP trust or entity within the Group to
express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance
of the audit of the financial statements of such entity included in the consolidated financial statements of which we are the
independent auditors. For the ESOP trust included in the consolidated financial statements, which have been audited by the
trust auditor, such trust auditor remains responsible for the direction, supervision and performance of the audits carried out by
them. We remain solely responsible for our audit opinion.
Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably knowledgeable user of the consolidated financial statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating
the results of our work; and (ii) to evaluate the effect of any identified misstatements in the consolidated financial statements.
We communicate with those charged with governance of the Parent/ Holding Company and such other entities included in the
consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear
on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matters
(a) We did not audit the financial statements/ financial information of the ESOP trust included in the standalone financial statements
of the companies included in the Group whose financial statements/financial information reflect total assets of ` 46,284 Lacs
as at March 31, 2022 and total revenue of ` NIL for the year ended on that date, as considered in the respective standalone
financial statements of the companies included in the Group. The financial statements / financial information of the ESOP trust
have been audited by the trust auditor whose reports have been furnished to us or other auditors, and our opinion in so far
as it relates to the amounts and disclosures included in respect of the ESOP trust and our report in terms of subsection (3) of
Section 143 of the Act, in so far as it relates to the aforesaid ESOP trust, is based solely on the report of such trust auditor.
Our opinion on the consolidated financial statements above and our report on Other Legal and Regulatory Requirements below, is
not modified in respect of the above matters with respect to our reliance on the work done and the reports of the trust auditor and
the financial statements / financial information certified by the Management.
Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports of the trust auditors on
the separate financial statements/ financial information of the trust referred to in the Other Matters section above we report, to
the extent applicable that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit of the aforesaid consolidated financial statements.
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial
statements have been kept so far as it appears from our examination of the reports of the trust auditors.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including Other Comprehensive Income,
the Consolidated Statement of Cash Flows and the Consolidated Statement of Changes in Equity dealt with by this Report
are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated
financial statements and with the financial statements received from the trust auditors.
d)
In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section
133 of the Act.
e)
On the basis of the written representations received from the directors of the Parent/ Holding Company as on
March 31, 2022 taken on record by the Board of Directors of the Company, none of the directors of the Group companies,
286
incorporated in India is disqualified as on March 31, 2022 from being appointed as a director in terms of Section
164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of
such controls, refer to our separate Report in “Annexure A” which is based on the auditors’ reports of the Parent/ Holding
company. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of internal financial
controls over financial reporting of the Parent/ Holding Company.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section
197(16) of the Act, as amended, In our opinion and to the best of our information and according to the explanations given
to us, the remuneration paid by the Parent/ Holding Company to its directors during the year is in accordance with the
provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014,as amended in our opinion and to the best of our information and according to the
explanations given to us:
i) The consolidated financial statements disclose the impact of pending litigations on the consolidated financial
position of the Group.
ii) Provision has been made in the consolidated financial statements, as required under the applicable law or accounting
standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;
iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the
Parent/ Holding Company.
iv) (a)
The respective Managements of the Parent/ Holding Company and its subsidiary which are companies
incorporated in India, whose financial statements have been audited under the Act, have represented to us
that, to the best of their knowledge and belief, other than as disclosed in the notes to the accounts, no funds
(which are material either individually or in the aggregate) have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of funds) by the Parent/ Holding Company
or any of such subsidiaries to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”),
with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or
indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Parent/ Holding Company or any of such subsidiaries (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries.
(b) Based on the audit procedures that has been considered reasonable and appropriate in the circumstances
performed by us, nothing has come to our notice that has caused us to believe that the representations under
sub-clause (i) and (ii) of Rule 11(e), as provided under (a) above, contain any material misstatement.
v) The final dividend proposed in the previous year, declared and paid by the Parent/ Holding Company during the year
is in accordance with section 123 of the Act, as applicable.
As stated in note 48 to the financial statements, the Board of Directors of the Parent/ Holding Company have
proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General
Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.
2. With respect to the matters specified in Clause (xxi) of paragraph 3 and paragraph 4 of the Companies (Auditor’s Report)
Order, 2020 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, according to the
information and explanations given to us, and based on the audit report under section 143 issued by us and the auditors
of respective companies included in the consolidated financial statements, as provided to us by the Management of the
Parent/ Holding Company, we report that CARO is applicable only to the Parent/ Holding Company and not to any other
company included in the consolidated financial statements. We have not reported any qualification or adverse remark in
the CARO report of the Parent/ Holding Company.

______________________
(Vikas Bagaria)
(Partner)
UDIN : 22060408AJROPK5394
Place: Bengaluru
Date: May 05, 2022
287
ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT (Referred to

in paragraph (h) under ‘Report on Other Legal and Regulatory
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-
section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
In conjunction with our audit of the consolidated Ind AS (retain as applicable) financial statements of the Company as of and for the
year ended March 31, 2022, we have audited the internal financial controls over financial reporting of Happiest Minds Technologies
Limited (hereinafter referred to as “the Holding Company” / “Parent”), as of that date.
Management’s Responsibility for Internal Financial Controls

The Board of Directors of the Holding company / Parent, is responsible for establishing and maintaining internal financial controls
based on the internal control over financial reporting criteria established by the Company considering the essential components
of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India (“the ICAI)”. These responsibilities include the design, implementation and maintenance
of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business,
including adherence to the Holding Company’s/ Parent’s policies, the safeguarding of its assets, the prevention and detection
of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial
information, as required under the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Holding Company's/ Parent’s internal financial controls over financial reporting
based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing,
prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls.
Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained
and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error.
We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the
Holding Company’s/ Parent’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorisations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
288
Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion
or improper management override of controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk
that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion to the best of our information and according to the explanations given to us, the Holding Company / Parent, has, in
all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over
financial reporting were operating effectively as at March 31, 2022, based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India”.

______________________
(Vikas Bagaria)
(Partner)
UDIN : 22060408AJROPK5394
Place: Bengaluru
Date: May 05, 2022
289
Consolidated Balance Sheet

as at March 31, 2022
Notes As at As at
March 31, 2022 March 31, 2021
Assets
Non-current assets
Property, plant and equipment 3 78 69
Capital work-in-progress 3 - 14
Goodwill 4 7,896 7,644
Other intangible assets 4 2,396 2,966
Intangible assets under development 4 35 -
Right-of-use assets 5 5,390 2,150
Financial assets
i. Investments 11 762 -
iii. Other financial assets 7 1,827 2,458
Income tax assets (net) 8A 680 1,408
Other assets 9 1 7
Deferred tax assets (net) 10 A 697 1,026
Total non-current assets 19,762 17,742
Current assets
Financial assets
i. Investments 11 46,400 39,148
ii. Trade receivables 12 16,738 12,192
iii. Cash and cash equivalents 13 6,729 8,583
iv. Bank balance other than cash and cash equivalents 14 10,071 5,935
v. Loans 6 4 14
vi. Other financial assets 7 9,405 6,779
Other assets 9 3,392 1,802
Total current assets 92,739 74,453
Total assets 1,12,501 92,195
Equity and liabilities

Equity
Equity share capital 15 2,854 2,837
Instruments entirely in the nature of equity 16 - -
Other equity 17 63,726 51,762
Equity attributable to equity holders of the parent 66,580 54,599
Non-controlling interest - -
Total equity 66,580 54,599
Liabilities
Non-current liabilities
i. Borrowings 19 1,724 3,661
iii. Other financial liabilities 21 1,291 2,455
Deferred tax liabilities (net) 10 B 468 725
Total non-current liabilities 9,220 9,717
290
Consolidated Balance Sheet (Contd.)

Notes As at As at
March 31, 2022 March 31, 2021
Current liabilities
Contract liabilities 23 1,346 674
i. Borrowings 19 17,340 12,969
iii. Trade payables 24
(A) Total outstanding dues of micro enterprises and small enterprises 79 95
(B) Total outstanding dues of creditors other than micro enterprises and 5,993 4,404
small enterprises
iv. Other financial liabilities 21 5,788 4,877
Income tax liabilities (net) 8B 239 -
Other current liabilities 25 2,426 1,930
Total current liabilities 36,701 27,879
Total liabilities 45,921 37,596
Total equity and liabilities 1,12,501 92,195
The notes referred to above form an integral part of the Consolidated Financial Statements.

Date: May 5, 2022
Praveen Darshankar
Company Secretary &
Compliance Officer
FCS No.: F6706
Date: May 5, 2022
291
Consolidated Statement of Profit and Loss


March 31, 2022 March 31, 2021
Income
Revenue from contracts with customers 26 1,09,365 77,341
Other income 27 3,710 2,424
Total income 1,13,075 79,765
Expenses
Employee benefits expense 28 62,000 45,238
Depreciation and amortisation 29 3,288 2,274
Other expenses 31 21,598 13,002
Total expenses 87,881 61,163
Profit before exceptional items and tax 25,194 18,602

Exceptional items 32 609 -
Tax expense 33
Adjustment of tax relating to earlier periods 44 -
Deferred tax charge/ (credit) 155 (1,171)
6,465 2,356

Other comprehensive income to be reclassified to profit or loss in
subsequent periods
Exchange differences on translating the financial statements of a 202 22
foreign operation
Net movement on effective portion of cash flow hedges 37 (316) 1,236
Income tax effect 33 80 (127)
Net other comprehensive income to be reclassified to profit or loss in (34) 1,131
subsequent periods
Other comprehensive income not to be reclassified to profit or loss in

subsequent periods
Re-measurement losses on defined benefit plans 35 (97) (144)
Income tax effect 33 24 36
Net other comprehensive income not to be reclassified to profit or loss in (73) (108)
subsequent periods
292
Consolidated Statement of Profit and Loss (Contd.)


March 31, 2022 March 31, 2021
Other comprehensive income for the year, net of tax (107) 1,023

Attributable to:
Equity holders of the parent 18,120 16,246
Non-controlling interests - -

Attributable to:
Equity holders of the parent 18,013 17,269
Non-controlling interests - -
Earnings per equity share 34

Equity shares of par value ` 2/- each
Basic, computed on the basis of profit for the year attributable to equity holders 12.84 11.75
of the parent (`)
Diluted, computed on the basis of profit for the year attributable to equity 12.55 11.45
holders of the parent (`)

Date: May 5, 2022
Praveen Darshankar
Company Secretary &
Compliance Officer
FCS No.: F6706
Date: May 5, 2022
293
Consolidated Statement of Changes in Equity

a) Equity share capital

At April 1, 2021 14,17,83,304 2,837
Restated balance 14,17,83,304 2,837
As at March 31, 2022 14,26,08,867 2,854
At April 1, 2020 4,38,99,177 879
Restated balance 4,38,99,177 879
Conversion of preference shares during the year - refer note 15 (ii) (1) 9,08,47,235 1,817
Issued during the year - refer note 15 (ii) (3) 66,26,506 133
As at March 31, 2021 14,17,83,304 2,837
b) Instruments entirely in the nature of equity

Series A 14% Non Cumulative Compulsorily Convertible Preference Shares (CCPS) of ` 652
each issued, subscribed and fully paid.
At April 1, 2021 - -
Restated balance - -
As at March 31, 2022 - -
Series A 14% Non Cumulative Compulsorily Convertible Preference Shares (CCPS)
of ` 652 each issued, subscribed and fully paid.
At April 1, 2021 5,57,345 3,634
Restated balance 5,57,345 3,634
At March 31, 2021 - -
c) Other equity
Attributable to the equity holders of the parent
For the year ended March 31, 2022 Reserves and Surplus Cash flow Foreign Total Non- Total
Securities Share options Retained hedge currency controlling equity
premium outstanding earnings reserve translation interest
(Note 17) reserve (Note 17) (Note 17) reserve
(Note 17) (Note 17)
As at April 1, 2021 40,454 361 10,550 379 18 51,762 - 51,762
Restated balance as at April 1, 2021 40,454 361 10,550 379 18 51,762 - 51,762
Profit for the year - - 18,120 - - 18,120 - 18,120
Other comprehensive income - - (73) (236) 202 (107) - (107)
Total comprehensive income - - 18,047 (236) 202 18,013 - 18,013
Exercise of share option by employees 154 - - - - 154 - 154
Transaction costs, net of recovery or 327 - - - - 327 - 327
reimbursement of expense on issue of
shares - refer note 15 (ii) (3)
Transferred to retained earnings for - (6) 6 - - - - -
options forfeited
294
Consolidated Statement of Changes in Equity (Contd.)

Attributable to the equity holders of the parent

For the year ended March 31, 2022 Reserves and Surplus Cash flow Foreign Total Non- Total
(Note 17) (Note 17)
Transferred to securities premium for 270 (270) - - - - - -
options exercised
Dividend - refer note 18 - - (6,830) - - (6,830) - (6,830)
Share-based payments expense - 300 - - - 300 - 300
- refer note 44
As at March 31, 2022 41,205 385 21,773 143 220 63,726 - 63,726
For the year ended March 31, 2021 Attributable to the equity holders of the parent
Reserves and Surplus Cash flow Foreign Total Non- Total
(Note 17) (Note 17)
As at April 1, 2020 27,781 454 (5,597) (730) 110 22,018 - 22,018
Restated balance as at April 1, 2020 27,781 454 (5,597) (730) 110 22,018 - 22,018
Profit for the year - - 16,246 - - 16,246 - 16,246
Other comprehensive income - - (108) 1,109 22 1,023 - 1,023
Total comprehensive income - - 16,138 1,109 22 17,269 - 17,269
Conversion of preference shares during 1,817 - - - - 1817 - 1,817
the year - refer note 15 (ii) (1)
Increase during the year - refer 10,867 - - - - 10867 - 10,867
note 15 (ii) (3)
Reclassified to profit or loss on liquidation (114) (114) - -114
of subsidiary - refer note (i) below
Exercise of share option by employees 64 - - - - 64 - 64
Transaction costs, net of recovery or (456) - - - - (456) - (456)
reimbursement of expense on issue of
shares - refer note 15 (ii) (3)
Transferred to retained earnings for - (9) 9 - - - - -
options forfeited
Transferred to securities premium for 381 (381) - - - - - -
options exercised
Share-based payments expense - 297 - - - 297 - 297
- refer note 44
As at March 31, 2021 40,454 361 10,550 379 18 51,762 - 51,762
(i) Liquidation of subsidiary
The Group has liquidated its subsidiary i.e. Happiest Minds Technologies LLC during the year ended March 31, 2021.
Pursuant to such liquidation, the cumulative balance lying in foreign currency translation reserve has been reclassified to
statement of profit and loss. Refer note 46.
The notes referred to above form an integral part of the Consolidated Financial Statement.
ICAI Firm's Registration Number : 008072S
Membership no : 060408 DIN : 00145962 Financial Officer
Date: May 5, 2022
Praveen Darshankar
Company Secretary &
Compliance Officer
FCS No.: F6706
Date: May 5, 2022
295
Consolidated Statement of Cash Flows


March 31, 2022 March 31, 2021
Operating activities
Adjustments to reconcile profit before tax to net cash flows:
Depreciation/ amortisation of property, plant and equipment, intangibles and 29 3,288 2,274
right-of-use assets
(Gain)/ loss on disposal of property, plant and equipment, net 27 (10) -
Share-based payment expense 28 300 297
Gain on investment carried at fair value through profit and loss 27 (368) (184)
Gain on sale of investment carried at fair value through profit and loss 27 (1,377) (671)
Interest income 27 (636) (838)
Fair value loss on contingent consideration 32 609 -
Gain on liquidation of subsidiary 27 - (82)
Net unrealised foreign exchange loss 27 404 66
Rent concession 27 (323) (302)
Impairment loss on financial assets 31 189 1,021
Operating cash flow before working capital changes 27,656 20,832
Movements in working capital:

Increase in trade receivables (4,526) (511)
Decrease in loans 10 50
Increase in non-financial assets (1,610) (279)
Increase in financial assets (3,078) (1,429)
Increase/ (decrease) in trade payables 1,489 (644)
Increase/ (decrease) in financial liabilities 1,004 (1,684)
Increase in provisions 58 516
Increase/ (decrease) in contract liabilities 660 (43)
Increase in other non-financial liabilities 496 1,109
22,159 17,917
Income tax paid, net of refunds (5,347) (3,600)
Net cash flows from operating activities (A) 16,812 14,317
Investing activities
Purchase of property, plant and equipment 3 (67) (78)
Purchase of intangible assets 4 (346) (19)
Proceeds from sale of property, plant and equipment 10 -
Proceeds from subleasing the premises - 7
Investment in equity shares of TECH4TH Solutions Inc. (762) -
Investment in bank deposit, net (3,020) 6,931
Acquisition of subsidiary - (6,025)
Proceeds from sale of mutual funds 34,542 39,313
Purchase of mutual funds (40,049) (69,269)
Interest received 84 777
Net cash flows used in investing activities (A) (9,608) (28,363)
296
Consolidated Statement of Cash Flows (Contd.)


March 31, 2022 March 31, 2021
Financing activities
Repayment of long-term borrowings (2,053) (1,256)
Proceeds from long-term borrowings - 5,981
Proceeds / (Repayment) of short-term borrowings (net) 4,012 4,213
Security deposits given - (300)
Payment of principal portion of lease liabilities (1,702) (1,661)
Payment of interest portion of lease liabilities (487) (328)
Payment of contingent consideration (1,861) -
Proceeds from issue of Equity share capital (net of transaction costs) - 10,544
Dividend paid (6,830) -
Proceeds from exercise of share options 171 72
Interest paid (328) (281)
Net cash flows from/ (used) in financing activities (C) (9,078) 16,984
Net increase in cash and cash equivalents [(A)+(B)+(C)] (1,874) 2,938

Net foreign exchange difference 20 (6)
Cash acquired on acquisition of subsidiary - 1,298
Components of cash and cash equivalents 13

Balance with banks
- on current account 5,649 4,179
Deposits with original maturity of less than three months - 2,375
Total cash and cash equivalents 6,729 8,583
Non-cash investing activities:
Acquisition of subsidiary - 3,695
Acquisition of Right-of-use assets 5 5,487 1,075
Refer note 19 and 20 for changes in liabilities arising from financing activities
and for non-cash financing activities.

Date: May 5, 2022
Praveen Darshankar
Company Secretary &
Compliance Officer
FCS No.: F6706
Date: May 5, 2022
297
Notes to the Consolidated Financial Statements

Happiest Minds Technologies Limited (“Happiest Minds” or “the Company” or ""the Parent Company"") together with its subsidiary
(collectively ""the Group"") is engaged in a next generation IT solutions & services Company, enabling organizations to capture the
business benefits of emerging technologies of cloud computing, social media, mobility solutions, business intelligence, analytics,
unified communications and internet of things. The Group offers high degree of skills, IPs and domain expertise across a set of
focused areas that include Digital Transformation & Enterprise Solutions, Product Engineering, Infrastructure Management, Security,
Testing and Consulting. The Group focuses on industries in the Retail/CPG, BFSI, Travel & Transportation, Manufacturing and Media
space. Happiest Minds provide a smart, secure and connected experience to its Customers. In the solution space, focus areas are
Security, M2M and Mobility solutions.
The Company is a limited company, incorporated and domiciled in India and has a branch office at United States of America,
United Kingdom, Australia, Canada, Netherland, Singapore, Malaysia and Dubai. The registered office of the Company is situated at
#53/1-4, Hosur Main Road, Madivala (next to Madivala Police Station) Bangalore 560068.
The Group's Consolidated Financial Statements (CFS) for the year ended March 31, 2022 were approved by Board of Directors
on May 05, 2022.
1 Basis of preparation of Consolidated Financial Statements

a) Basis of preparation
The Consolidated Financial Statements (CFS) of the Company have been prepared in accordance with Indian Accounting
Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time)
and presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III), as
applicable to the CFS.
This note provides a list of the significant accounting policies adopted in the preparation of the Consolidated Financial
Statements. These policies have been consistently applied to all the years presented, unless otherwise stated.
These Consolidated Financial Statements have been prepared for the Group as a going concern on the basis of relevant Ind
AS that are effective at the Group’s annual reporting date, March 31, 2022.
The Consolidated Financial Statements have been prepared on an accrual basis under the historical cost convention except
for the following that are measured at fair value as required by relevant:
a) Defined benefit plan - plan assets measured at fair value
b) Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments)
c) Derivative financial instruments and
d) Contingent consideration
b) Functional currency and presentation currency

These Consolidated Financial Statements are presented in India Rupee (`), which is also functional currency of the Parent
Company. All the values are rounded off to the nearest Lacs (` 00,000) unless otherwise indicated.
c) Use of estimates and judgements

In preparing these Consolidated Financial Statements, management has made judgements, estimates and assumptions that
affect the application of accounting policies and the reported amounts of assets, liabilities, the disclosures of contingent
assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the period.
Actual results may differ from these estimates.
Appropriate changes in estimates are made as management becomes aware of changes in circumstances surrounding
estimate. Changes in estimate are reflected in the financial statements in the period in which changes are made and, if
material, their effects are disclosed in the notes to the Consolidated Financial Statements.
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Notes to the Consolidated Financial Statements for the year ended March 31, 2022
Judgements:
Information about judgements made in applying accounting policies that have the most significant effects on the amounts
recognised in the Consolidated Financial Statements is included in the following notes:
- Note 2(c) and 2(d)- Useful life of property, plant and equipment and intangible assets;
- Note 2(g) - Lease classification;
- Note 2(h) - Financial instrument; and
- Note 2(l)- Measurement of defined benefit obligations: key actuarial assumptions.
Assumption and estimation uncertainties
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in
the year ended March 31, 2022 is included in the following notes:
- Note 2(e) - Impairment test of non-financial assets; key assumptions underlying recoverable amounts including the
recoverability of expenditure on internally-generated intangible assets;
- Note 2(n)- Recognition of deferred tax assets: availability of future taxable profit against which tax losses carried
forward can be used;
- Note 2(h) - Impairment of financial assets
- Note 2(p) - Recognition and measurement of provisions and contingencies: key assumptions about the likelihood and
magnitude of an outflow of resources; and
- Note 2(i) - Fair value measurement
d) Current and non-current classification

The Group presents assets and liabilities in the balance sheet based on current/ non-current classification.
An asset is treated as current when it is:
• Expected to be realized or intended to be sold or consumed in normal operating cycle
• Held primarily for the purpose of trading
• Expected to be realized within twelve months after the reporting period, or
• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after
the reporting period"
All other assets are classified as non-current.
A liability is current when:
• It is expected to be settled in normal operating cycle,
• It is held primarily for the purpose of trading,
• It is due to be settled within twelve months after the reporting period, or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash
equivalents. The Group has identified twelve months as its operating cycle.
e) Basis of Consolidation
The Consolidated Financial Statements comprise the financial statements of the Parent Company and its subsidiary as at
March 31, 2022. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with
the investee and has the ability to affect those returns through its power over the investee.
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The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to
one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the
subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary
acquired or disposed of during the year are included in the Consolidated Financial Statements from the date the Group gains
control until the date the Group ceases to control the subsidiary.
Consolidated Financial Statements are prepared using uniform accounting policies for like transactions and other events
in similar circumstances. If a member of the Group uses accounting policies other than those adopted in the Consolidated
Financial Statements for like transactions and events in similar circumstances, appropriate adjustments are made to that Group
member’s financial statements in preparing the Consolidated Financial Statements to ensure conformity with the Group’s
accounting policies.
The financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of
the Parent Company, i.e., year ended on 31 March. When the end of the reporting period of the parent is different from that of
a subsidiary, the subsidiary prepares, for consolidation purposes, additional financial information as of the same date as the
financial statements of the parent to enable the parent to consolidate the financial information of the subsidiary, unless it is
impracticable to do so
Consolidation procedure:
(a) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the Parent Company with those of its
subsidiaries on line by line basis. For this purpose, income and expenses of the subsidiaries are based on the amounts of
the assets and liabilities recognised in the Consolidated Financial Statements at the acquisition date.
(b) Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity of
each subsidiary. Business combinations policy explains how to account for any related goodwill.
(c) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between
entities of the group (profits or losses resulting from intragroup transactions that are recognised in assets, such as
inventory and fixed assets, are eliminated in full). Intragroup losses may indicate an impairment that requires recognition
in the Consolidated Financial Statements. Ind AS 12 Income Taxes applies to temporary differences that arise from the
elimination of profits and losses resulting from intragroup transactions.
Profit and loss and each component of OCI are attributed to the equity holders of the parent of the Group and to the
non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary,
adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s
accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions
between members of the Group are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling
interest and other components of equity, while any resultant gain or loss is recognised in profit and loss. Any investment
retained is recognised at fair value.
The subsidiary companies which are included in the consolidation and the Company’s holdings therein are as under:
Name of Company Nature of Country Ownership interest as Ownership interest
Business of incorporation at March 31, 2022 as at March 31, 2021
Happiest Minds Technologies LLC, IT services United States of America Nil * Nil
Happiest Minds Inc. IT services United States of America 100%** 100%
(formerly known as PGS Inc.)
*Liquidated on June 2020, refer note 46

** refer note 45
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2 Significant accounting policies

The accounting policies set out below have been applied consistently to the periods presented in these Consolidated
Financial Statements.
a Revenue recognition
The Group derives revenue primarily from rendering of services and sale of licenses. Revenue is recognised upon transfer
of control of promised products or services to customers in an amount that reflects the consideration the Group expects to
receive in exchange for those products or services. The Group is a principal in rendering of services and agent in relation
to sale of licenses. Amounts disclosed as revenue are net of trade allowances, rebates and Goods and Services tax (GST),
amounts collected on behalf of third parties and includes reimbursement of out-of-pocket expenses, with corresponding
expenses included in cost of revenues.
Revenue from the rendering of services and sale of license is recognised when the Group satisfies its performance obligations
to its customers as below:
Rendering of services
The Group applies judgement to determine whether each product or service promised to a customer is capable of being
distinct, and is distinct in the context of the contract, if not, the promised product or service is combined and accounted
as a single performance obligation.In determining the transaction price for rendering of services, the Group considers the
effect of variable consideration, existence of a significant financing component, non-cash consideration, and consideration
payable to the customers if any. Revenue is recognised net of trade and cash discounts. The Group allocates the arrangement
consideration to separately identifiable performance obligation deliverables based on their relative stand-alone selling price.
In cases where the Group is unable to determine the stand-alone selling price, the Group uses expected cost-plus margin
approach in estimating the stand-alone selling price. Volume discounts are recorded as a reduction of revenue. When the
amount of discount varies with the levels of revenue, volume discount is recorded based on estimate of future revenue
from the customer.
Revenues from services comprise primarily income from time-and-material and fixed price contracts. Revenue with respect
to time-and-material contracts is recognised over the period of time as the related services are performed. Revenue with
respect to fixed price contracts where performance obligation is transferred over time are recognized using the "percentage
of completion" method. The Group uses the percentage of completion method using the input (cost expended) method to
measure progress towards completion in respect of fixed price contracts. Percentage of completion method accounting relies
on estimates of total expected contract revenue and costs. This method is followed when reasonably dependable estimates
of the revenues and costs applicable to various elements of the contract can be made. Key factors that are reviewed in
estimating the future costs to complete include estimates of future labor costs and productivity efficiencies. Because the
financial reporting of these contracts depends on estimates that are assessed continually during the term of these contracts,
revenue recognized, profit and timing of revenue for remaining performance obligations are subject to revisions as the contract
progresses to completion. When estimates indicate that a loss will be incurred, the loss is provided for in the period in which
the loss becomes probable.. Provisions for estimated losses on contracts-in-progress are recorded in the period in which such
losses become probable based on the current contract estimates.
Trade receivables
A receivable is recognised if an amount of consideration that is unconditional (i.e., only the passage of time is required before
If the consideration in a contract includes a variable amount, the Group estimates the amount of consideration to which it
will be entitled in exchange for transferring the goods to the customer. The variable consideration is estimated at contract
inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue
recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved.
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Sale of licenses
The Group is a reseller for sale of right to use licenses and acting as agent in the arrangement. The revenue for sale of right to
use license is recognised at point in time when control on use of license is transferred to the customer.
Contract balances
Contract assets: The Group classifies its right to consideration in exchange for deliverables as either a receivable or as

unbilled revenue. A receivable is a right to consideration that is unconditional upon passage of time. Revenues in excess of
billings is recorded as unbilled revenue and is classified as a financial asset where the right to consideration is unconditional
upon passage of time. Unbilled revenue which is conditional is classified as other current asset. Trade receivables and unbilled
revenue is presented net of impairment.
Contract liabilities: A contract liability (which we referred to as Unearned Revenue) is the obligation to transfer goods or

services to a customer for which the Group has received consideration (or an amount of consideration is due) from the
customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is
recognised when the payment is received.
Interest income
Interest income is recognised when it is probable that the economic benefits will flow to the Group and the amount of income
can be measured reliably. Interest income is accrued on a time basis, by reference to the principle outstanding and at the
effective interest rate applicable, which is the rate that discounts estimated future cash receipts through the expected life of
the financial asset to that asset's net carrying amount on initial recognition. Interest income is included under the head ‘other
income’ in the statement of profit and loss.
For all financial instruments measured at amortised cost, interest income is recorded using the effective interest rate, which is
the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument
or a shorter period, where appropriate, to the net carrying amount of the financial asset. Interest income is included in other
income in the statement of profit and loss.
Dividend income
Dividend income on investments is accounted when the right to receive the dividend is established, which is generally
when shareholders approve the dividend. Dividend income is included under the head “Other income” in the statement of
profit and loss.
b Business Combination
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate
of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling
interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests
in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are
expensed as incurred and included in other expenses.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their acquisition date
fair values. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they
are measured at their acquisition fair values irrespective of the fact that outflow of resources embodying economic benefits
is not probable. However, the following assets and liabilities acquired in a business combination are measured at the basis
indicated below:
• Deferred tax assets or liabilities, and the assets or liabilities related to employee benefit arrangements are recognised
and measured in accordance with Ind AS 12 Income Tax and Ind AS 19 Employee Benefits respectively.
arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in
accordance with Ind AS 102 Share-based Payments at the acquisition date.
• Assets (or disposal Groups) that are classified as held for sale in accordance with Ind AS 105 Non-current Assets Held for
Sale and Discontinued Operations are measured in accordance with that standard.
• Reacquired rights are measured at a value determined on the basis of the remaining contractual term of the related
contract. Such valuation does not consider potential renewal of the reacquired right.
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When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and
designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition
date. This includes the separation of embedded derivatives in host contracts by the acquiree.
Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date.
Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of Ind AS 109
Financial Instruments, is measured at fair value with changes in fair value recognised in statement of profit and loss in
accordance with Ind AS 109. If the contingent consideration is not within the scope of Ind AS 109, it is measured in accordance
with the appropriate Ind AS and shall be recognised in statement of profit and loss. Contingent consideration that is classified
as equity is not re-measured at subsequent reporting dates and subsequent its settlement is accounted for within equity.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and any previous
interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in
excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets
acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at
the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate
consideration transferred, then the gain is recognised in Other Comprehensive Income (OCI) and accumulated in equity as
capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognises the gain directly in equity as
capital reserve, without routing the same through OCI.
testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s
cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of
the acquiree are assigned to those units.
c Property, plant and equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation, and accumulated impairment loss, if
any. Historical cost comprises of the purchase price including duties and non-refundable taxes, borrowing cost if capitalisation
criteria are met, directly attributable expenses incurred to bring the asset to the location and condition necessary for it to be
capable of being operated in the manner intended by management and initial estimate of decommissioning, restoring and
similar liabilities.
Subsequent costs related to an item of property, plant and equipment are recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item
can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when
replaced. All other repairs and maintenance are recognised in statement of profit and loss during the reporting period when
they are incurred.
An item of property, plant and equipment is derecognised on disposal or when no future economic benefits are expected
from its use or disposal. The gains or losses arising from derecognition are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit and loss when the asset
is derecognised.
are ready to use.
Class of asset Useful life as per schedule II Useful life as per Group
Computer systems 6 years for servers 2.5-3 years
3 years for other than servers
Leasehold improvements are amortised over the period of the lease or life of the asset whichever is less.
303
The useful lives have been determined based on technical evaluation done by the management's expert which in certain
instances are different from those specified by Schedule II to the Companies Act, 2013, in order to reflect the actual usage of
the assets. The assets residual values and useful life are reviewed, and adjusted if appropriate, at the end of each reporting
period. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is
greater than its estimated recoverable amount.
d Intangible assets
Goodwill
Goodwill on acquisitions of business is included in intangible assets. Goodwill is not amortised but it is tested for impairment
annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost
less accumulated impairment losses. Gains and losses on the disposal of a business include the carrying amount of goodwill
relating to the business sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those
cash-generating units or Group of cash-generating units that are expected to benefit from the business combination in which
the goodwill arose. The units or Group of units are identified at the lowest level at which goodwill is monitored for internal
management purposes.
Other intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a
business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at
cost less any accumulated amortisation and accumulated impairment losses.
An item of intangible asset is derecognised on disposal or when no future economic benefits are expected from its use or
disposal. The gains or losses arising from derecognition are measured as the difference between the net disposal proceeds
and the carrying amount of the asset and are recognised in the statement of profit and loss when the asset is derecognised.
Amortisation methods and periods

The Group amortises intangible assets with a finite useful life using the straight-line method over the following periods:
Asset Life in Years

Customer relations 3 years
The estimated useful life of the intangible assets and the amortisation period are reviewed at the end of the each financial year
and the amortisation period is revised to reflect the changed pattern, if any.
Research costs are expensed as incurred. Development expenditures on an individual project are recognised as an intangible
asset when the Group can demonstrate:
- The technical feasibility of completing the intangible asset so that the asset will be available for use or sale
- Its intention to complete and its ability and intention to use or sell the asset
- How the asset will generate future economic benefits
- The availability of resources to complete the asset
- The ability to measure reliably the expenditure during development"
Subsequent costs related to Intangible assets are recognised as a separate asset, as appropriate, only when it is probable that
future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.
e Impairment of non-financial assets

The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication
exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount.
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An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal and
its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows
that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU
exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair
value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an
appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for
publicly traded companies or other available fair value indicators.
The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for
each of the Group’s Cash Generating Unit's (CGU's) to which the individual assets are allocated. These budgets and forecast
calculations generally cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to
project future cash flows after the fifth year. To estimate cash flow projections beyond periods covered by the most recent
budgets/forecasts, the Group extrapolates cash flow projections in the budget using a steady or declining growth rate for
subsequent years, unless an increasing rate can be justified. In any case, this growth rate does not exceed the long-term
average growth rate for the products, industries, or country or countries in which the Group operates, or for the market in which
the asset is used.
Impairment losses of continuing operations, including impairment on inventories, are recognised in the statement of profit
and loss, except for properties previously revalued with the revaluation surplus taken to Other Comprehensive Income (OCI).
For such properties, the impairment is recognised in OCI up to the amount of any previous revaluation surplus.
previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the
asset’s or Cash Generating Unit's (CGU’s) recoverable amount. A previously recognised impairment loss is reversed only if
there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss
was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor
exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised
for the asset in prior years. Such reversal is recognised in the statement of profit and loss unless the asset is carried at a
revalued amount, in which case, the reversal is treated as a revaluation increase.
Goodwill is tested for impairment annually and when circumstances indicate that the carrying value may be impaired.
Impairment is determined for goodwill by assessing the recoverable amount of each Cash Generating Unit (CGU) (or group of
CGUs) to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment
loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods.
f Borrowing cost
period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing
costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs
in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an
adjustment to the borrowing costs.
g Leases
The Group has lease contracts for various items of computers, vehicles and buildings used in its operations. Lease terms
generally ranges between 1 and 5 years.
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right
to control the use of an identified asset for a period of time in exchange for consideration.
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Group as lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of
low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right
to use the underlying assets.
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is
available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and
adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities
recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease
incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the
estimated useful lives of the assets.
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a
purchase option, depreciation is calculated using the estimated useful life of the asset.
The right-of-use assets are also subject to impairment. Refer to the accounting policies in note 2(e) for policy on impairment of
non-financial assets.
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments
to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any
lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid
under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to
be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising
the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless
they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement
date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount
of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition,
the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the
lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease
payments) or a change in the assessment of an option to purchase the underlying asset."
Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those
leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also
applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value.
Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over
the lease term.
Lease and non-lease component

As per Ind AS - 116, “As a practical expedient, a lessee may elect, by class of underlying asset, not to separate non-lease
components from lease components, and instead account for each lease component and any associated non-lease components
as a single lease component.
The Group has not opted for this practical expedient and have accounted for Lease component only.
Extension and termination option

The Group has several lease contracts that include extension and termination options. These options are negotiated
by management to provide flexibility in managing the leased-asset portfolio and align with the Group’s business needs.
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Management exercises significant judgement in determining whether these extension and termination options are reasonably
certain to be exercised. Management have not considered any future cash outflow for which they are potentially exposed
arising due to extension and termination options.
h Financial Instruments
Financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument
of another entity.
Non-derivative financial instruments :

a) Financial assets
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through Other
Comprehensive Income (OCI), and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow
characteristics and the Group’s business model for managing them. With the exception of trade receivables that do not
contain a significant financing component or for which the Group has applied the practical expedient, the Group initially
measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss,
transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has
applied the practical expedient are measured at the transaction price determined under Ind AS - 115.
In order for a financial asset to be classified and measured at amortised cost or fair value through other comprehensive
income (OCI), it needs to give rise to cash flows that are ‘solely payments of principle and interest (SPPI)’ on the principle
amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets
with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the
business model.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate
cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling
the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business model
with the objective to hold financial assets in order to collect contractual cash flows while financial assets classified and
measured at fair value through other comprehensive income are held within a business model with the objective of both
holding to collect contractual cash flows and selling.
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or
convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Group
commits to purchase or sell the asset.
For purposes of subsequent measurement, financial assets are classified in four categories:
• Debt instruments at amortised cost
• Debt instruments at Fair Value Through Other Comprehensive Income (FVTOCI)
• Debt instruments, derivatives and equity instruments at Fair Value Through Profit and Loss (FVTPL)
• Equity instruments measured at Fair Value Through Other Comprehensive Income (FVTOCI)
Debt instruments at amortised cost
A ‘Debt instrument’ is measured at the amortised cost if both the following conditions are met:
a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principle and
interest (SPPI) on the principle amount outstanding.
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After initial measurement, such financial assets are subsequently measured at amortised cost using the Effective
Interest Rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition
and fees or costs that are an integral part of the EIR. The EIR amortisation is included in other income in the statement
of profit and loss. The losses arising from impairment are recognised in the statement of profit and loss. This category
generally applies to trade and other receivables. For more information on receivables, refer to Note 12.
Debt instrument at FVTOCI

A ‘Debt instrument’ is classified as at the Fair Value Through Other Comprehensive Income (FVTOCI) if both of the
following criteria are met:
a)
The objective of the business model is achieved both by collecting contractual cash flows and selling the
financial assets, and
b) The asset’s contractual cash flows represent solely payments of principle and interest (SPPI).
Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair
value. Fair value movements are recognised in the Other Comprehensive Income (OCI). However, the Group recognizes
interest income, impairment losses & reversals and foreign exchange gain or loss in the statement of profit and loss.
On derecognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to profit
and loss. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the Effective Interest
Rate (EIR) method.
Debt instrument at FVTPL

FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categorization
as at amortized cost or as Fair Value Through Other Comprehensive Income (FVTOCI), is classified as at Fair Value
Through Profit or Loss (FVTPL).
In addition, the Group may elect to designate a debt instrument, which otherwise meets amortized cost or FVTOCI criteria,
as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition
inconsistency (referred to as ‘accounting mismatch’). The Group has not designated any debt instrument as at FVTPL.
Debt instruments included within the FVTPL category are measured at fair value with all changes recognised in the
Equity investments
All equity investments in scope of Ind AS - 109 are measured at fair value. Equity instruments which are held for trading and
contingent consideration recognised by an acquirer in a business combination to which Ind AS - 103 applies are classified
as at Fair Value Through Profit or Loss (FVTPL). For all other equity instruments, the Group may make an irrevocable
election to present in Other Comprehensive Income (OCI) subsequent changes in the fair value. The Group makes such
election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.
If the Group decides to classify an equity instrument as at Fair Value Through Other Comprehensive Income (FVTOCI),
then all fair value changes on the instrument, excluding dividends, are recognised in the OCI. There is no recycling of the
amounts from OCI to profit and loss, even on sale of investment. However, the Group may transfer the cumulative gain or
loss within equity.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in the
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a Group of similar financial assets) is primarily
derecognised (i.e. removed from the Group’s Consolidated Balance Sheet) when:
• The rights to receive cash flows from the asset have expired, or
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• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the
received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement and either (a)
the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred
nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither
transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the
Group continues to recognise the transferred asset to the extent of the Group’s continuing involvement. In that case, the
Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis
that reflects the rights and obligations that the Group has retained.
Reclassification of financial assets

The Group determines classification of financial assets on initial recognition. After initial recognition, no reclassification
is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt
instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to
the business model are expected to be infrequent. The Group’s senior management determines change in the business
model as a result of external or internal changes which are significant to the Group’s operations. Such changes are
evident to external parties. A change in the business model occurs when the Group either begins or ceases to perform
an activity that is significant to its operations. If the Group reclassifies financial assets, it applies the reclassification
prospectively from the reclassification date which is the first day of the immediately next reporting period following the
change in business model. The Group does not restate any previously recognised gains, losses (including impairment
gains or losses) or interest.
Impairment of financial assets

In accordance with Ind AS - 109, the Group applies expected credit loss (ECL) model for measurement and recognition of
impairment loss on the following financial assets and credit risk exposure:
a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, deposits, trade receivables,
unbilled receivables and bank balance
b) Trade receivables or any contractual right to receive cash or another financial asset that result from transactions that
are within the scope of Ind AS - 115.
The Group follows ‘simplified approach’ for recognition of impairment loss allowance on:
• Trade receivables, unbilled revenue and contract assets
The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognises
impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through
profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract
and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest
rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that
are integral to the contractual terms.
For recognition of impairment loss on other financial assets and risk exposure, the Group determines that whether there
has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly,
12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL
is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant
increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based
on 12-month ECL.
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b) Financial Liabilities :
Financial liabilities are classified, at initial recognition, as financial liabilities at Fair Value Through Profit or Loss (FVTPL),
loans and borrowings, or as payables, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts.
The subsequent measurement of financial liabilities depends on their classification, which is described below.
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at Fair Value Through Profit or Loss (FVTPL)

Financial liabilities at Fair Value Through Profit or Loss (FVTPL) include financial liabilities held for trading and financial
liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held
for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative
financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships
as defined by Ind AS 109. Separated embedded derivatives are also classified as held for trading unless they are
designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in the statement
of profit and loss.
Financial liabilities designated upon initial recognition at fair value through profit and loss are designated as such at the
initial date of recognition, and only if the criteria in Ind AS - 109 are satisfied. For liabilities designated as FVTPL, fair
value gains or losses attributable to changes in own credit risk are recognised in Other Comprehensive Income (OCI).
These gain or loss are not subsequently transferred to statement of profit and loss. However, the Group may transfer the
cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of
profit and loss. The Group has not designated any financial liability as at fair value through profit or loss.
c) Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the
Effective Interest Rate (EIR) method. Gains or losses are recognised in the statement of profit and loss when the liabilities
are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.
This category generally applies to borrowings. For more information refer note 19.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of
an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the
original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in
the statement of profit and loss.
d) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only
when, the Group current has a legally enforceable right to set off the amounts and it intends either to settle them on a net
basis or to realize the asset and settle the liability simultaneously.
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Derivative financial instruments :

Initial recognition and subsequent measurement :

The Group uses derivative financial instruments, such as forward currency contracts and interest rate swaps to hedge its
foreign currency risks and interest rate risks, respectively. Such derivative financial instruments are initially recognised
at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair
value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair
value is negative.
Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit and loss, except for the
effective portion of cash flow hedges, which is recognised in Other Comprehensive Income (OCI) and later reclassified to
statement of profit and loss when the hedge item affects profit or loss or treated as basis adjustment if a hedged forecast
transaction subsequently results in the recognition of a non-financial asset or non-financial liability.
For the purpose of hedge accounting, hedges are classified as:

• Fair value hedges when hedging the exposure to changes in the fair value of a recognised asset or liability or an
unrecognised firm commitment
• Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular risk
associated with a recognised asset or liability or a highly probable forecast transaction or the foreign currency risk
in an unrecognised firm commitment
• Hedges of a net investment in a foreign operation
At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which
it wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge.
The documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being hedged
and how the Group will assess whether the hedging relationship meets the hedge effectiveness requirements (including
the analysis of sources of hedge ineffectiveness and how the hedge ratio is determined). A hedging relationship qualifies
for hedge accounting if it meets all of the following effectiveness requirements:
• There is ‘an economic relationship’ between the hedged item and the hedging instrument.
• The effect of credit risk does not ‘dominate the value changes’ that result from that economic relationship.
• The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that
the Group actually hedges and the quantity of the hedging instrument that the Group actually uses to hedge that
quantity of hedged item.
Hedges that meet all the qualifying criteria for hedge accounting are accounted for, as described below:
Cash flow hedges

The Group designates certain foreign exchange forward and interest rate swaps as cash flow hedges with an intention
to hedge its existing liabilities and highly probable transaction in foreign currency. When a derivative is designated as
a cash flow hedge instrument, the effective portion of changes in the fair value of the derivative is recognised in other
comprehensive income and accumulated in the cash flow hedge reserve. Any ineffective portion of changes in the fair
value of the derivative is recognised immediately in the Statement of Profit and Loss. If the hedging instrument no longer
meets the criteria for hedge accounting, then hedge accounting is discontinued prospectively. If the hedging instrument
expires or is sold, terminated or exercised, the cumulative gain or loss on the hedging instrument recognised in cash flow
hedge reserve till the period the hedge was effective remains in cash flow hedge reserve until the forecasted transaction
occurs. The cumulative gain or loss previously recognised in the cash flow hedge reserve is transferred to the net profit in
the Statement of Profit and Loss upon the occurrence of the related forecasted transaction. If the forecasted transaction
is no longer expected to occur, then the amount accumulated in cash flow hedge reserve is reclassified to the Statement
of Profit and Loss.
Compulsorily Convertible Preference Shares (CCPS)

Compulsorily Convertible Preference Shares (CCPS) are classified as a liability or equity components based on the terms
of the contract and in accordance with Ind AS - 32 (Financial instruments: Presentation). CCPS issued by the Group
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classified as equity is carried at its transaction value and shown within "other equity". CCPS issued by the Group classified
as liability is initially recognised at fair value (issue price). Subsequent to initial recognition, such CCPS is fair valued
through the statement of profit and loss. On modification of CCPS from liability to equity, the CCPS is recorded at the
fair value of CCPS classified as equity and the difference in fair value is recorded as a gain/ loss on modification in the
i Fair value measurement

‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the
Group has access at that date. The fair value of a liability reflects its non-performance risk. All assets and liabilities for which fair
value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows,
based on the lowest level input that is significant to the fair value measurement as a whole:
- Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
- Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly
or indirectly observable
- Level 3- Valuation techniques for which the lowest level input that is significant to the fair value measurement
is unobservable
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether
transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is
significant to the fair value measurement as a whole) at the end of each reporting period.
j Cash and cash equivalents

Cash and cash equivalents in the balance sheet and cash flow statement comprise cash at banks and on hand and short-term
deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the Consolidated Cash Flow Statement, cash and cash equivalents consist of cash and short-term deposits,
as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Group’s cash management.
k Foreign currency translation

Functional and presentation currency
Items included in the financial statements of the Group are measured using the currency of the primary economic environment
in which the entity operates (the functional currency). The financial statements are presented in Indian rupee (`), which is
functional and presentation currency of the Parent Company
Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of
monetary assets and liabilities denominated in foreign currencies at year end exchange rates are recognised in Statement of
Profit and Loss.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of
exchange at the reporting date.
Exchange differences arising on settlement or translation of monetary items are recognised in the statement of profit and loss
with the exception of the following:
- Exchange differences arising on monetary items that forms part of a reporting entity’s net investment in a foreign operation
are recognised in the statement of profit and loss in the separate financial statements of the reporting entity or the
individual financial statements of the foreign operation, as appropriate. In the financial statements that include the foreign
operation and the reporting entity (e.g., Consolidated Financial Statements when the foreign operation is a subsidiary),
such exchange differences are recognised initially in Other Comprehensive Income (OCI). These exchange differences
are reclassified from equity to the statement of profit and loss on disposal of the net investment.
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- Exchange differences arising on monetary items that are designated as part of the hedge of the Group’s net investment
of a foreign operation. These are recognised in OCI until the net investment is disposed of, at which time, the cumulative
amount is reclassified to the Statement of Profit and Loss.
- Tax charges and credits attributable to exchange differences on those monetary items are also recorded in OCI.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates
at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using
the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items
measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e.,
translation differences on items whose fair value gain or loss is recognised in OCI or the statement of profit and loss are also
recognised in OCI or the statement of profit and loss, respectively).
In determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the
derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction
is the date on which the Group initially recognises the non-monetary asset or non-monetary liability arising from the advance
consideration. If there are multiple payments or receipts in advance, the Group determines the transaction date for each
payment or receipt of advance consideration.
Group Companies
On consolidation, the assets and liabilities of foreign operations are translated into ` at the rate of exchange prevailing at the
reporting date and their profit or loss are translated at exchange rates prevailing at the dates of the transactions. For practical
reasons, the Group uses an average rate to translate income and expense items, if the average rate approximates the exchange
rates at the dates of the transactions. The exchange differences arising on translation for consolidation are recognised in Other
Comprehensive Income (OCI). On disposal of a foreign operation, the component of OCI relating to that particular foreign
operation is recognised in the statement of profit and loss.
Any goodwill arising in the acquisition/ business combination of a foreign operation and any fair value adjustments to the
carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation
and translated at the spot rate of exchange at the reporting date.
Any goodwill or fair value adjustments arising in business combinations/ acquisitions, which occurred before the date of
transition to Ind AS ( April 1, 2018), are treated as assets and liabilities of the entity rather than as assets and liabilities of the
foreign operation. Therefore, those assets and liabilities are non-monetary items already expressed in the functional currency
of the Parent Company and no further translation differences occur.
Gain or loss on a subsequent disposal of any foreign operation excludes translation differences that arose before the date of
transition but includes only translation differences arising after the transition date
l Employee Benefits
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months
after the end of the period in which the employees render the related service are recognised in respect of employees' services
up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.
The liabilities are presented as current financial liabilities in the balance sheet.
Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term employee benefit.
The Group measures the expected cost of such absences as the additional amount that it expects to pay as a result of the
unused entitlement that has accumulated at the reporting date.
Other long-term employee benefit obligations

The liabilities for leave balance are not expected to be settled wholly within 12 months after the end of the period in which
the employees render the related service. They are therefore measured as the present value of expected future payments to
be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit
method. The benefits are discounted using the market yields on government bonds at the end of the reporting period that
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have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and
changes in actuarial assumptions are recognised in statement of profit and loss.
The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer
settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.
Post-employment obligations
The Group operates the following post-employment schemes:
(a) defined benefit plans - gratuity, and
(b) defined contribution plans such as provident fund.
Gratuity obligations
The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plan is the present value of the
defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is
calculated annually by an independent actuary using the projected unit credit method.
The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by
reference to market yields at the end of the reporting period on government bonds that have term approximating the term of
the related obligation. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit
obligation and the fair value of plan assets.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised
in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the
Statement of Changes in Equity and in the balance sheet. Such accumulated re-measurement balances are never reclassified
into the Statement of Profit and Loss subsequently.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised
immediately in profit and loss as past service costs.
Defined contribution plan

Retirement benefit in the form of provident fund scheme, Social security, National Insurance, Superannuation, Medicare
schemes are the defined contribution plans. The Group has no obligation, other than the contribution payable. The Group
recognizes contribution payable to these schemes as an expenditure, when an employee renders the related service.
m Employee share based payments

Certain employees of the Company receive remuneration in the form of share-based payments, whereby employees render
services as consideration for equity instruments.
Equity-settled transactions:
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using a Black Scholes
model except for the option on date of modification of plan from cash settled to equity settled transaction.
That cost is recognised, together with a corresponding increase in employees stock option reserves in equity, over the period
in which the performance and/or service conditions are fulfilled in employee benefits expense. The cumulative expense
recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting
period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The expense
or credit in the statement of profit and loss for a period represents the movement in cumulative expense recognised as at the
beginning and end of that period and is recognised in employee benefits expense.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of
awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity
instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other
conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions.
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Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there
are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions
have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested
irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service
conditions are satisfied.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
n Taxation
Income tax comprises of current tax and deferred tax. It is recognised in the Statement of Profit and Loss except to the extent
that it relates to an item recognised directly in the Other Comprehensive Income.
Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the
reporting date in the countries where the Group operates and generates taxable income.
Current income tax relating to items recognised outside the Statement of Profit and Loss is recognised outside profit and loss
(either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction
either in Other Comprehensive Income (OCI) or directly in equity. Management periodically evaluates positions taken in the tax
returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions
where appropriate.
In the situations where one or more entities in the Group are entitled to a tax holiday under the Income-tax Act, 1961 enacted
in India or tax laws prevailing in the respective tax jurisdictions where they operate, no deferred tax (asset or liability) is
recognised in respect of temporary differences which reverse during the tax holiday period, to the extent the concerned
entity’s gross total income is subject to the deduction during the tax holiday period. Deferred tax in respect of temporary
differences which reverse after the tax holiday period is recognised in the year in which the temporary differences originate.
However, the Group restricts recognition of deferred tax assets to the extent it is probable that sufficient future taxable income
will be available against which such deferred tax assets can be realized. For recognition of deferred taxes, the temporary
differences which originate first are considered to reverse first.
Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised
amounts, and there is an intention to settle the asset and the liability on a net basis.
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
• When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not
a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit and loss
• In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint
ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that the
temporary differences will not reverse in the foreseeable future
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits
and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax
losses can be utilised, except:
• When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an
asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit and loss
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• In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in
joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will
reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become
probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
realised, or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
reporting date.
Deferred tax relating to items recognised outside profit and loss is recognised outside profit or loss (either in other
comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in
OCI or directly in equity.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, are
recognised subsequently if new information about facts and circumstances change. Acquired deferred tax benefits recognised
within the measurement period reduce goodwill related to that acquisition if they result from new information obtained about
facts and circumstances existing at the acquisition date. If the carrying amount of goodwill is zero, any remaining deferred
tax benefits are recognised in OCI/ capital reserve depending on the principle explained for bargain purchase gains. All other
acquired tax benefits realised are recognised in profit and loss.
The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current
tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by
the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current
tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in
which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Minimum Alternate Tax (MAT)

Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax for the year. The deferred
tax asset is recognised for MAT credit available only to the extent that it is probable that the concerned company will pay
normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year
in which the company recognizes MAT credit as an asset, it is created by way of credit to the statement of profit and loss and
shown as part of deferred tax asset. The Group reviews the “MAT credit entitlement” asset at each reporting date and writes
down the asset to the extent that it is no longer probable that it will pay normal tax during the specified period.
o Treasury shares
The Group has created an Employee Benefit Trust (EBT) for providing share-based payment to its employees. The Group uses
EBT as a vehicle for distributing shares to employees under the employee remuneration schemes. The EBT buys shares from
the Parent Company, for giving shares to employees. The Group treats EBT as its extension and shares held by EBT are treated
as treasury shares. Refer note 16.
No gain or loss is recognised in Statement of Profit and Loss on the issue or cancellation of the Group's own equity instruments.
On consolidation of EBT with the Group, the value of shares held by trust is shown as a deduction from equity (i.e. reduction from
share capital to the extent of face value and remaining from securities premium). Gains/ losses recognized by the trust on issue
of shares are shown as a part of securities premium.
Share options exercised during the reporting period are issued from the treasury shares.
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p Provisions and Contingent Liabilities

Provisions
Provisions are recognised when there is a present obligation (legal or constructive) as a result of a past event, it is probable that
an outflow of resources embodying economic benefits will be required to settle the obligation, in respect of which a reliable
estimate can be made of the amount of the obligation.
appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time
is recognised as a finance cost.

As per the terms of the contracts, the Group provides post-contract services / warranty support to some of its customers.
The Group accounts for the post-contract support / provision for warranty on the basis of the information available with the
management duly taking into account the current and past technical estimates. The estimate of such warranty-related costs is
revised annually.
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present
obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation.
A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot
be measured reliably. The Group does not recognize a contingent liability but discloses it in the financial statements, unless
the possibility of an outflow of resources embodying economic benefits is remote.
q Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker (CODM). The Group has identified three reportable segment based on the dominant source, nature of risks and return
and the internal organisation and management structure and for which discrete financial information is available. The Executive
Management Committee monitors the operating results of its business units separately for the purpose of making decisions
about resource allocation and performance assessment. Refer note 43 for segment information.
r Earnings/(Loss) per share

Basic earnings per share is calculated by dividing the net profit or loss attributable to equity holders of Parent Company (after
deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during
the period (including treasury shares).
The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue,
bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of
equity shares outstanding, without a corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit and loss for the period attributable to equity shareholders
of the Parent Company and the weighted average number of shares outstanding during the period are adjusted for the effects
of all dilutive potential equity shares. The weighted average number of shares takes into account the weighted average effect
of changes in treasury share transactions and CCPS during the year
Ordinary shares that will be issued upon the conversion of a mandatorily convertible instrument are included in the calculation
of basic earnings per share from the date the contract is entered into.
s Non-current assets held for sale and discontinued operations

The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered
principally through a sale rather than through continuing use.
Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair
value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group),
excluding finance costs and income tax expense.
317
The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or disposal
group is available for immediate sale in its present condition. Actions required to complete the sale/ distribution should
indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn.
Management must be committed to the sale and the sale expected within one year from the date of classification.
For these purposes, sale transactions include exchanges of non-current assets for other non-current assets when the exchange
has commercial substance. The criteria for held for sale classification is regarded met only when the assets or disposal group is
available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such assets
(or disposal groups), its sale is highly probable; and it will genuinely be sold, not abandoned. The group treats sale of the asset
or disposal group to be highly probable when:
- The appropriate level of management is committed to a plan to sell the asset (or disposal group),
- An active programme to locate a buyer and complete the plan has been initiated (if applicable),
- The asset (or disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value,
- The sale is expected to qualify for recognition as a completed sale within one year from the date of classification, and
- Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that
the plan will be withdrawn.
Property, plant and equipment and intangible are not depreciated, or amortised assets once classified as held for sale.
Assets and liabilities classified as held for sale are presented separately from other items in the balance sheet.
A disposal group qualifies as discontinued operation if it is a component of an entity that either has been disposed of, or is
classified as held for sale, and:
- Represents a separate major line of business or geographical area of operations,
- Is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations ,or
- Is a subsidiary acquired exclusively with a view to resale
Additional disclosures are provided in note 46.
t Change in accounting policies and disclosure

(i) Amendment to Ind AS 116 : Covid-19- Related Rent Concessions.
MCA issued an amendment to Ind AS 116 Covid-19-Related Rent Concessions beyond 30 June 2021 to update the
condition for lessees to apply the relief to a reduction in lease payments originally due on or before 30 June 2022 from
30 June 2021. The amendment applies to annual reporting periods beginning on or after April 1, 2021. In case a lessee
has not yet approved the financial statements for issue before the issuance of this amendment, then the same may be
applied for annual reporting periods beginning on or after April 1, 2020.
The group has continued to apply the practical expedient for the extended period. Refer note 27
(ii) Amendment to Ind AS 103 Business Combination:

The amendment states that to qualify for recognition as part of applying the acquisition method, the identifiable assets
acquired and liabilities assumed must meet the definitions of assets and liabilities in the Framework for the Preparation
and Presentation of Financial Statements in accordance with Indian Accounting Standards* issued by the Institute of
Chartered Accountants of India at the acquisition date. Therefore, the acquirer does not recognise those costs as part of
applying the acquisition method. Instead, the acquirer recognises those costs in its post-combination financial statements
in accordance with other Ind AS.
These amendments had no impact on the financial statements of the Group.
(iii) Interest Rate Benchmark Reform – Phase 2: Amendments to Ind AS 109, Ind AS 107, Ind AS 104 and Ind AS 116
The amendments provide temporary reliefs which address the financial reporting effects when an interbank offered rate
(IBOR) is replaced with an alternative nearly risk-free interest rate (RFR).
318
(iv) Amendment to Ind AS 105, Ind AS 16 and Ind AS 28

The definition of “Recoverable amount” is amended such that the words “the higher of an asset’s fair value less costs
to sell and its value in use” are replaced with “higher of an asset’s fair value less costs of disposal and its value in use”.
The consequential amendments are made in Ind AS 105, Ind AS 16 and Ind AS 28.
(v) Amendments to Schedule III to the Companies Act, 2013 (“Schedule III”)
The MCA had notified the amendments to Schedule III to the Companies Act, 2013 on 24 March 2021. The amendment
contained significant additional disclosures requirement in the financial statements. The Group has adopted such changes
in preparing these Consolidated Financial Statements.
u Standards notified but not yet effective:

(i) Amendments to Ind AS 37– Provisions, Contingent Liabilities and Contingent Assets
The amendment specifies that the ‘cost of fulfilling’ a contract comprises the ‘costs that relate directly to the contract’.
Costs that relate directly to a contract can either be incremental costs of fulfilling that contract (examples would be
direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts (an example would be
the allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling the contract).
The effective date for adoption of this amendment is annual periods beginning on or after April1,2022, although early
adoption is permitted. The Group has evaluated the amendment and there is no impact on its financial statements.
There were no other standard notified but not yet effective upto the date of issuance of the Group's financial statements.
v Critical estimates and judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that
affect the reported amounts of revenues, expenses, assets and liabilities, and the grouping disclosures, and the disclosure
of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material
adjustment to the carrying amount of asset or liability affected in future periods. The areas involving significant estimates or
critical judgements are:
Significant estimates
(a) Defined benefit plans
The cost of the defined benefit gratuity plan and other post-employment benefit and the present value of the gratuity
obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that
may differ from actual developments in the future. These include the determination of the discount rate and future salary
increases. Due to complexities involved in the valuation and its long term nature, a defined benefit obligation is highly
sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. The mortality rate is based on publicly available mortality table
in India. The mortality tables tend to change only at interval in response to demographic changes. Further salary increases
and gratuity increases are based on expected future inflation rates. Further details about the gratuity obligations are
given in Note 35.
(b) Revenue recognition

The Group uses the percentage-of-completion method in accounting for its fixed-price contracts. Use of the percentage-of-
completion method requires the Group to estimate the efforts or costs expended to date as a proportion of the total
efforts or costs to be expended. Efforts or costs expended have been used to measure progress towards completion as
there is a direct relationship between input and productivity.
Provisions for estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses become
probable based on the expected contract estimates at the reporting date.
319
(c) Uncertainty relating to the global health pandemic on COVID-19

In assessing the recoverability of receivables including unbilled receivables, contract assets and contract costs, goodwill,
intangible assets, and certain investments, the Group has considered internal and external information up to the date
of approval of these consolidated financial statements including credit reports and economic forecasts. Based on the
current indicators of future economic conditions, the Group expects to recover the carrying amount of these assets.
The Group bases its assessment on the belief that the probability of occurrence of forecasted transactions is not impacted
by COVID-19. The Group has considered the effect of changes, if any, in both counterparty credit risk and its own credit
risk while assessing hedge effectiveness and measuring hedge ineffectiveness and continues to believe that COVID-19
has no impact on effectiveness of its hedges. The impact of COVID-19 may be different from what we have estimated
as of the date of approval of these consolidated financial statements and the Group will continue to closely monitor any
material changes to future economic conditions.
Critical judgements
(a) Deferred taxes
Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for all
the deductible temporary differences, carry forward of unused tax credits and unused tax losses, however the same is
restricted to the extent of the deferred tax liabilities unless it is probable that sufficient taxable profit will be available
against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses
can be utilised. Also refer Note 10 (A) and 10 (B).
320
3 Property, plant and equipment

Computer Office Furniture Leasehold Total Capital
Systems equipments and fixtures improvements work-in-progress
Cost or valuation
As at April 01, 2020 217 116 24 46 403 -
Additions 44 18 2 - 64 14
Disposals (13) - - - (13) -
Deletion on liquidation (1) - (1) - (2) -
of subsidiary -
refer note (i) below
As at March 31, 2021 247 134 25 46 452 14
Additions 45 11 - 11 67
Transfers from CWIP - - - 14 14 (14)
Disposals (27) (1) - - (28)
As at March 31, 2022 265 144 25 71 505 -
Accumulated depreciation
As at April 01, 2020 188 78 16 28 310 -
Charge for the year 44 20 9 15 88 -
Disposals (13) - - - (13) -
Deletion on liquidation (1) - (1) - (2) -
of subsidiary -
As at March 31, 2021 218 98 24 43 383 -
Charge for the year 37 18 - 16 71 -
Disposals (27) - - - (27) -
As at March 31, 2022 228 116 24 59 427 -
Net book value
As at March 31, 2021 29 36 1 3 69 14
As at March 31, 2022 37 28 1 12 78 -
Note:
(i) The Group liquidated its subsidiary i.e. Happiest Minds Technologies LLC during the year ended March 31, 2021.
On liquidation, balance lying in gross block and accumulated depreciation has been reversed during the year ended
March 31, 2021.
(ii) Refer note 19 for details of charge created on the Property, plant and equipment.
There are no CWIP as at March 31, 2022.
As at March 31, 2021 Amount in CWIP for a period Total

1 years 3 years
Total 14 - - - 14
321
4 Goodwill and other intangible assets

i) Goodwill
March 31, 2022 March 31, 2021
Cost or valuation
Deemed cost
As at April 01 9,532 2,990
Acquisition of subsidiary - refer note 45 - 7,020
Deletion on liquidation of subsidiary - refer note (i) below - (492)
Exchange difference 252 14
As at March 31 9,784 9,532
Accumulated Impairment
As at April 01 1,888 2,380
Deletion on liquidation of subsidiary - refer note (i) below - (492)
As at March 31 1,888 1,888
Net book value as at March 31 7,896 7,644
ii) Other intangible assets

Other intangible assets Intangible
Trademark Customer Non- Computer Exclusive Total assets under
relationships compete software license development
Cost or valuation
Deemed cost
As at April 01, 2020 32 577 42 254 - 905 17
Additions - - - 19 - 19 -
Acquisition of subsidiary - refer note 45 88 2,612 51 263 94 3,108 -
Transfer from intangible assets - - - 17 - 17 (17)
under development
Deletion on liquidation of subsidiary - (32) (373) (31) - - (436) -
Exchange difference - 5 - 1 - 6
As at March 31, 2021 88 2,821 62 554 94 3,619 -
Additions - - - 311 - 311 35
Exchange difference 3 94 2 9 3 111 -
As at March 31, 2022 91 2,915 64 874 97 4,041 35
Accumulated amortisation/ Impairment
As at April 01, 2020 32 574 41 186 - 833 -
Charge for the year 11 166 5 61 12 255 -
Deletion on liquidation of subsidiary - (32) (373) (31) - - (436) -
Exchange difference - 1 - - - 1 -
As at March 31, 2021 11 368 15 247 12 653 -
Charge for the year 45 666 17 194 48 970
Exchange difference 1 18 - 2 1 22
As at March 31, 2022 57 1,052 32 443 61 1,645 -
Net book value
As at March 31, 2021 77 2,453 47 307 82 2,966 -
As at March 31, 2022 34 1,863 32 431 36 2,396 35
Note:
(i) The Group liquidated its subsidiary i.e. Happiest Minds Technologies LLC during the year ended March 31, 2021.
On liquidation, balance lying in gross block and accumulated amortisation and impairment has been reversed during the
year ended March 31, 2021.
322
Intangibles assets under development Ageing (IAUD)

As at March 31, 2022 Amount in IAUD for a period Total
1 years 3 years
Total 35 - - - 35
There were no IAUD as at March 31, 2021.
Impairment of goodwill
The Goodwill of ` 1,888 Lacs relates to business acquisition of OSS Cube Solutions Limited, ` 611 Lacs relates to the business
acquisition of Cupola Technology Private Limited and ` 7,285 Lacs related to the business acquisition of Happiest Minds Inc.
(formerly known as PGS Inc.) which has been allocated to OSS Cube, Internet of things (IoT) and DBS-PGS cash generating
units (CGUs) respectively. Goodwill related to OSS cube is fully impaired.
Goodwill is tested for impairment on an annual basis by the Group. The recoverable value of the CGU is determined based on
value-in-use calculation using the cash flow projections based on the financial budgets approved by the management covering
a five year period.
The Group acquired Happiest Minds Inc. (formerly known as PGS Inc.) during the year ended March 31, 2021. There had
neither been significant time lapse from the date of such acquisition to the reporting date (i.e. March 31, 2021) nor any
significant change in business had occured during the period and thus the management believed that there would not be any
material impact on the value of goodwill on performing the impairment assessment. Hence the management did not carry out
impairment testing of goodwill for the year ended March 31, 2021.
The following table sets out the key assumptions for calculation of value-in-use for these CGUs:
IoT DBS-PGS
Discount rate 22.32% 20.01% 20.93% Refer note above
Long term growth rate 4.00% 4.00% 2.00% Refer note above
Sales growth 20.00% 10.00% 25.00% Refer note above
Carrying value of goodwill 611 611 7,285 7,034
The discount rate is based on the Weighted Average Cost of Capital (WACC) which represents the weighted average return
attributable to all the assets of the Cash Generating Unit (CGU).
There is no impairment noted in the IoT and DBS-PGS CGUs based on the assessment performed by the management.
Management has performed sensitivity analysis around the base assumption and have concluded that no reasonable possible
change in key assumptions would cause the recoverable amount of the IoT and DBS-PGS CGUs lower than the carrying
amount of respective CGU.
5 Right-of-use assets
Computer systems Office buildings Motor vehicles Total
As at April 01 2020 672 2,304 30 3,006
Additions 609 466 - 1,075
Depreciation (448) (1,464) (19) (1,931)
As at March 31, 2021 833 1,306 11 2,150
Additions 1,495 3,992 - 5,487
Depreciation (750) (1,492) (5) (2,247)
As at March 31, 2022 1,578 3,806 6 5,390
323
The average lease period of the leased assets is 4.7 years.

The group recognized the following income and expense in the statement of profit and loss pertaining to leased assets:
March 31, 2022 March 31, 2021
Rent concession income 323 302
323 302
Interest expense on lease liabilities 487 328
Depreciation of Right-of-use assets 2,247 1,931
Rent expense pertaining to short- term leases 284 166
3,018 2,425
6 Loans
March 31, 2022 March 31, 2021
Current
4 14
7 Other financial assets

March 31, 2022 March 31, 2021
(a) Other financial assets carried at amortised cost
(unsecured, considered good, unless otherwise stated)
Non-current
Fixed deposit with maturity of more than 12 months 1,113 1,733
Margin money deposits - refer note (i) below 375 376
1,827 2,458

Term loan - Federal bank 370 370
Current
Interest accrued on fixed deposit 26 52
Unbilled revenue# 8,911 5,493
Other receivables 11 34
9,337 6,377
Security deposit - credit impaired 1 1

Less: Allowance for credit impaired loans (1) (1)

9,156 6,256
# C
lassified as financial asset as right to consideration is unconditional and is due only after a
passage of time. Includes ` 67 from related party. Refer note 39
(b) Derivative instruments carried at fair value through OCI

Cash flow hedges
249 523
Total other current financial assets 9,405 6,779
324
8A Income tax assets (net)

March 31, 2022 March 31, 2021
Non - current 680 1,408
Income tax assets (net) 680 1,408
8B Income tax liabilities (net)

March 31, 2022 March 31, 2021
Current 239 -
Income tax liabilities (net) 239 -
9 Other assets
Unsecured, considered good, unless otherwise stated
March 31, 2022 March 31, 2021
Non - current
1 7
Current
Prepaid expenses 1,033 798
Balances with statutory / government authorities 170 449
Advance to employees against expenses 58 22
Advance to suppliers 97 64
Other advances 100 -
Unbilled revenue # 1,973 480
3,431 1,813
3,392 1,802
# Classified as non-financial assets as the contractual right to consideration is dependent upon completion on contractual milestones.
10 Deferred tax assets (net)

March 31, 2022 March 31, 2021
Deferred tax assets (net) 697 1,026
697 1,026
[charge/(credit)]
Mutual funds 54 307 - 361
Goodwill 91 63 - 154
Derivative assets 128 - (80) 48
Total deferred tax liabilities 273 370 (80) 563
325

[charge/(credit)]
Deferred tax assets
Property, plant and equipment and (75) 14 - (61)
intangible assets
Loss allowance on trade receivables (318) 11 - (307)
Lease liability and right-of-use assets (125) (7) - (132)
Provision for gratuity and (618) 111 (24) (531)
leave encashment
Others (163) (66) - (229)
Total deferred tax assets (1,299) 63 (24) (1,260)
Deferred tax assets (net) (1,026) 433 (104) (697)
[charge/(credit)]
Mutual funds - 54 - 54
Goodwill - 91 - 91
Derivative assets - - 128 128
Total deferred tax liabilities - 70 128 198
Deferred tax assets
Property, plant and equipment and - (75) - -75
intangible assets
Loss allowance on trade receivables - (318) - (318)
Lease liability and right-of-use assets - (125) - (125)
Provision for gratuity and - (582) (36) (618)
leave encashment
Others - (163) - (163)
Total deferred tax assets - (1,188) (36) (1,224)
Deferred tax assets (net) - (1,118) 92 (1,026)
10B Deferred tax liabilities (net)

March 31, 2022 March 31, 2021
Deferred tax liabilities (net) 468 725
468 725
326
[charge/(credit)]
Property, plant and equipment and 725 (216) 22 531
intangible assets
Total deferred tax liabilities 725 (216) 22 531
Deferred tax Assets
Loss allowance on trade receivables - (62) (1) (63)
Total deferred tax assets - (62) (1) (63)
Deferred tax liabilities (net) 725 (278) 21 468
April 01, 2020 Acquisition Recognised in Foreign currency March 31, 2021
of subsidiary profit or loss translation
- refer note 45 [charge/(credit)] reserve
Property, plant and - 777 (53) 1 725
equipment and
intangible assets
Total deferred tax liabilities - 777 (53) 1 725
11 Investments
Non-current
Carried at fair value through other comprehensive income [FVTOCI] (fully paid)
March 31, 2022 March 31, 2021
Unquoted
134 (March 31, 2021 : Nil) Series A Common Shares of $ 0.01 par value of 762 -
TECH4TH Solutions Inc.
762 -
Investment at fair value through OCI represents investment in unquoted equity shares. These equity shares have been
designated as FVTOCI as they are not held for trading.
Current
Carried at fair value through statement of profit and loss
Quoted
Aditya Birla - Money manager fund - Growth 3 - 803 -
Aditya Birla - Savings Fund - Growth 19 16 8,370 6,759
Axis - Banking and PSU debt fund - Growth 1 - 3,062 -
Axis - Treasury Advantage Fund - Growth - 1 - 2,954
HDFC - Ultra short term fund - Growth 727 756 9,023 9,028
ICICI Prudential - Liquid fund - Growth - 5 - 1,487
ICICI Prudential - Savings Fund - Growth - - - -
ICICI Prudential - Short term - Growth # - 9 - 405
327
ICICI Prudential - Short term fund - Growth 72 - 3,679 -
ICICI Prudential - Ultra short term fund - Growth 367 301 8,785 6,865
IDFC - Banking and PSU debt fund - Growth 175 - 3,578 -
IDFC - Ultra short term fund - Growth - 365 - 4,368
Kotak - Banking & PSU Debt fund - Growth 76 - 4,119 -
Kotak - Savings Fund - Growth - 210 - 7,282
L&T - Banking & PSU Debt fund - Growth 194 - 4,087 -
Nippon - Banking and PSU debt fund - Growth 27 - 459 -
UTI - Ultra short term fund - Growth * - 435 -
46,400 39,148
Note:
# Nil units of mutual funds of ICICI prudential mutual fund (March 31, 2021 - 9 Lacs units) is pledged with RBL Bank as security towards packing
credit facilities availed by the Parent Company for the year ended March 31, 2022.
* Units are not presented as they are below the rounding off norms adopted by the Group.
Aggregate book value of quoted investments 46,400 39,148

Aggregate market value of quoted investments 46,400 39,148
Aggregate value of unquoted investments 762 -
Aggregate amount of impairment in value of investments - -
12 Trade receivables
March 31, 2022 March 31, 2021
Current
Trade receivables - others 16,732 12,192
Trade receivables - related party - refer note 39 6 -
Total trade receivables 16,738 12,192
Break-up for security details

Unsecured, considered good 18,248 13,593
18,248 13,593
Impairment allowance
Unsecured, considered good (1,510) (1,401)
Trade receivables net of impairment 16,738 12,192
328
Trade receivables Ageing Schedule

Current but Less than 6 months- 1-2 years 2-3 years More than
not due 6 months 1 years 3 years
considered good
credit impaired
considered good
credit impaired
Total 13,346 3,714 484 448 130 126 18,248
Less: Impairment allowance (1,510)
Total 16,738
considered good
credit impaired
considered good
credit impaired
Total 9,201 3,760 282 177 37 136 13,593
Less: Impairment allowance (1,401)
Total 12,192
(i) No trade or other receivable are due from directors or other officers of the company either severally or jointly with any
other person. Nor any trade or other receivable are due from firms or private companies respectively in which any director
is a partner, a director or a member.
(ii) Trade receivables are non-interest bearing and are generally on terms of immediate to 180 days.
(iii) For terms and conditions relating to related party receivables refer note 39.
(iv) For unbilled revenue refer note 7
13 Cash and cash equivalents

March 31, 2022 March 31, 2021
Balances with banks:
- in current accounts 5,649 4,179
Deposits with original maturity of less than three months - refer note below - 2,375
6,729 8,583
329
Note:
Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash
requirements of the Group, and earn interest at the respective short-term deposit rates.
14 Bank and bank balance other than cash and cash equivalents
March 31, 2022 March 31, 2021
Fixed deposit 9,092 2,940
Margin money deposits - refer note (i) below 972 2,995
Balances with bank in unpaid dividend account 7 -
10,071 5,935
Working capital facility and bank overdrafts 200 2,100
15 Share Capital
Equity share capital
Numbers Amount
Equity share capital of ` 2 each
As at April 01,2020 5,00,00,000 1,000
Increase during the year - refer note below 17,93,00,000 3,586
As at March 31, 2021 22,93,00,000 4,586
Increase during the year - refer note below - -
As at March 31, 2022 22,93,00,000 4,586
On April 29, 2020, the Board of Directors of the Company increased the authorised share capital of the Company to `.
4,586 Lacs divided into 22,93,00,000 equity shares of ` 2 each.
ii) Issued, subscribed and fully paid up Equity share capital

Numbers Amount
Equity share capital of ` 2 each, fully paid up
As at April 01,2020 4,38,99,177 879
Conversion of preference shares during the year - refer note (1) below 9,08,47,235 1,817
Issued during the year - refer note (3) below 66,26,506 133
As at March 31, 2021 14,17,83,304 2,837
As at March 31, 2022 14,26,08,867 2,854
(1) During the year ended March 31, 2021, 5,57,345 Series A 14% Non Cumulative Compulsorily Convertible Preference
Shares (CCPS) were converted into equity at a ratio of 1:163.
(2) During the year ended March 31, 2022, Employee Benefit Trust (EBT) issued 8,25,563 (March 31, 2021 - 4,10,386)
equity shares to the employees upon exercise of employee stock options.
(3) During the year ended March 31, 2021, the Company has allotted 66,26,506 equity shares of face value ` 2
each, at a premium of ` 164 per share for cash as a part of an initial public offering vide board resolution dated
September 15, 2020. Transaction costs pertaining to the issue, net of reimbursements have been debited to
securities premium account.
(iii) Terms/ rights attached to equity shares
The Company has a single class of equity share of par value ` 2 each. Each holder of the equity shares is entitled to one
vote per share and carries a right to dividends as and when declared by the Company.
330
In the event of liquidation of the Company, the holders of equity shares, will be entitled to receive any of the remaining
assets of the Company after distribution of all preferential amounts.
(iv) Details of shareholders holding more than 5% shares in the Company:

March 31, 2022 March 31, 2021
No. of Shares Holding percentage No. of Shares Holding percentage
Equity shares of ` 2 each fully paid
Mr. Ashok Soota (Promoter) 6,00,68,668 42.12% 6,00,61,701 42.36%
Ashok Soota Medical Research LLP 1,79,48,784 12.59% 1,79,48,784 12.66%
As per the records of the Company, including its register of shareholders/members and other declarations received from
shareholders regarding beneficial interest, the above shareholding represents legal ownership of shares.
(v) The Company has not issued any bonus shares or shares for consideration other than cash during the period of five years
immediately preceding the reporting date.
(vi) Details of shares held by promoters

As at March 31, 2022 Promoter No. of Shares Change No. of shares % of Total % change
Equity shares of Mr. Ashok Soota 6,00,61,701 6,967 6,00,68,668 42.12% 0.01%
` 2 each fully paid
Equity shares of Mr. Ashok Soota 1,55,43,017 4,45,18,684 6,00,61,701 42.36% 286.42%
` 2 each fully paid
16 Instrument entirely in the nature of equity

Numbers Amount
As at April 1, 2020 7,50,000 4,890
Decrease during the year - refer note below (5,50,000) (3,586)
As at March 31, 2021 2,00,000 1,304
As at March 31, 2022 2,00,000 1,304
On April 29, 2020, the Board of Directors of the Company reduced the authorised share capital of the Company to
` 1,304 Lacs divided into 2,00,000 preference shares of ` 652 each.
ii)
Issued, subscribed and fully paid up Non Cumulative Compulsorily Convertible
Preference Share
Numbers Amount
Shares of ` 652 each
As at April 01, 2020 5,57,345 3,634
As at March 31, 2021 - -
Conversion into equity shares during the year - -
As at March 31, 2022 - -
331
(iii) Terms/ rights attached to convertible preference shares

(a) Each holder of CCPS is entitled to receive a preferential non-cumulative dividend at 14% per annum on the par
value of each share if declared by the Board Of Directors. Holders of CCPS shall receive preferential dividend in
preference to dividend payable on equity shares and shall not participate in any further dividends declared on equity
shares. Preference shareholders are also entitled to vote in the shareholders meeting.
Holders of Series A 14% Non Cumulative Compulsorily Convertible Preference Shares (CCPS) are entitled to
participate in the surplus proceeds (which is subject to a limit of two times the amount invested) from the Liquidation
Event, if any, on a pro-rata basis along with all other holders of equity shares on a fully diluted basis.
The holders of the preference share at their option can require the Company to convert all or a part of Series A
preference shares held by them into equity shares at any time during the conversion period in according to the
conversion ratio defined in the agreement (i.e. 1:163).
All the preference shares shall be converted into equity shares in the ratio of 1:163 on occurrence of the following event:
1 On expiry of the conversion period.
2 Later of (a) Date of filing Red herring prospectus with SEBI (b) Such other date as may be permitted by law in connection
with Qualified IPO.
3 Upon the holders of a majority of the investors shares exercising the conversion right with respect to preference
shares held by them.
(iv) Details of shares held by promoters

Series A 14%
Non Cumulative
Compulsorily Mr. Ashok Soota - - - 0.00% 0.00%
As at March 31, 2021 Promoter No of shares Change No. of shares % of Total % change
Series A 14%
Non Cumulative
Compulsorily Mr. Ashok Soota 3,59,601 (3,59,601) - 0.00% -100%
Treasury shares
No of shares
As at April 01 2020 54,90,638
As at March 31, 2021 50,80,252
As at March 31, 2022 42,54,689
For the terms/rights attached to treasury shares refer note 15 (iii) above
332
17 Other equity
March 31, 2022 March 31, 2021
Securities premium account 41,205 40,454
Retained earnings 21,773 10,550
Cash flow hedge reserve 143 379
Foreign currency translation reserve 220 18
Share options outstanding reserve 385 361
63,726 51,762
a) Securities premium account
Opening balance 40,454 27,781
Conversion of preference shares during the year - refer note (15) (ii) (1) - 1,817
Increase during the year - refer note (15) (ii) (c) - 10,867
Transaction costs, net of recovery or reimbursement of expense on issue of 327 (456)
shares - refer note (15) (ii) (c)
Exercise of share option by employees 154 64
Transferred from ESOP reserve for options exercised 270 381
b) Retained earnings
Opening balance 10,550 (5,597)
Other comprehensive income recognised directly in retained earnings (73) (108)
Dividend - refer note 18 (6,830) -
Transferred from share option outstanding reserve for options forfeited 6 9
c) Cash flow hedge reserve

Opening balance 379 (730)
Net movement on effective portion of cash flow hedges - refer note 37 (236) 1,109
d) Foreign currency translation reserve

Additions during the period 202 22
Reclassified to profit or loss on liquidation of subsidiary - refer note (i) below - (114)
e) Share options outstanding reserve

Employee compensation expense for the year - refer note 44 300 297
Transferred to retained earnings for options forfeited (6) (9)
Transferred to securities premium for options exercised (270) (381)
Note
(i) Liquidation of subsidiary
The Group has liquidated its subsidiary i.e. Happiest Minds Technologies LLC during the year ended March 31, 2021.
Pursuant to such liquidation, the cumulative balance lying in foreign currency translation reserve has been reclassified to
statement of profit and loss. Refer note 46.
(ii) Nature and purpose of other reserves

a) Securities premium account :
Securities premium account has been created consequent to issue of shares at premium. The reserve can be utilised
in accordance with the provisions of the Companies Act 2013.
333
b) Retained earnings :
Retained earnings comprises of prior year's and current year's undistributed earnings/accumulated losses after tax.
c) Cash flow hedge reserve :

The Group uses foreign currency forward contracts to hedge the highly probable forecasted transaction and interest
rate swaps to hedge the interest rate risk associated with foreign currency term loan. The effective portion of fair
value gain/loss of the hedge instrument is recognised in the cash flow hedge reserve. Amounts recognised in the
cash flow hedge reserve is reclassified to the Statement of Profit and Loss when the hedged item affects profit or loss.
d) Foreign currency translation reserve :

Exchange differences arising on translation of the foreign operations are recognised in other comprehensive income
as described in accounting policy and accumulated in a separate reserve within equity. The cumulative amount is
reclassified to statement of profit and loss when the net investment is disposed-off.
e) Share options outstanding reserve :

The share based payment reserve is used to recognise the grant date fair value of options issued to employees
under Employee Stock Option Plan.
18 Distribution made
March 31, 2022 March 31, 2021
Dividends on equity shares declared and paid :
Final dividend paid for the year ended on March 31, 2021 : ` 3/- per share 4,311 -
Interim dividend for the year ended on March 31, 2022 : 1.75/- per share 2,519 -
(March 31, 2021 : Nil)
6,830 -
19 Borrowings
March 31, 2022 March 31, 2021
Non current
Secured
3,793 5,658
Less: Current maturities of term loans (2,069) (1,997)
Total non-current borrowings 1,724 3,661
Current
Secured
Foreign currency loan (PCFC) - refer note (b) and (c) below 15,271 10,972
Current maturities of term loans
Total current borrowings 17,340 12,969
Notes
(a) Foreign currency term loan of ` 6,025 Lacs (USD 8.25 Mn) from Federal bank carries a fixed interest rate of 3.2% per
annum (March 31, 2021 : 3.45% per annum). The loan is repayable in 36 equal monthly instalments commencing from
February 28, 2021 and will mature on Feb 28, 2024. The loan is secured by the way of exclusive charge on movable
fixed assets of the Parent Company (excluding leased asset charged to Hewlett packard) and also by lien on fixed deposit
equivalent to two months instalments plus interest. The loan was raised exclusively for funding the acquisition of Happiest
Minds Inc. (formerly known as PGS Inc.)
334
The interest rate on the loan was revised to 3.2% per annum w.e.f June 01, 2021. The Parent Company has not incurred
any transaction fees for such modification and the modification has not resulted in the derecognition of the original
liability. No gain/ losses was recognized pursuant to the modification.
(b) PCFC loan taken from Kotak Mahindra carries an interest rate ranging 1.2% p.a. (March 31, 2021 - 1.25 % to 3.76 % p.a.)
and is repayable within 120 days.
PCFC loan taken from RBL bank carries an interest rate ranging 1.28% to 1.32% p.a. (March 31, 2021 - 1.90% to 4.07%
p.a.) and is repayable within 90-120 days.
PCFC loan taken from Federal bank carries an interest rate of 1.10% to 1.39% p.a. (March 31, 2021 - 2.3% p.a.) and is
PCFC loan taken from ICICI bank carries an interest rate of 1.15% to 1.45% p.a. (March 31, 2021 - 2.3% p.a.) and is
(c) PCFC are fully secured by the way of pari-passu charge on current assets of the Parent Company. PCFC from RBL is
additionally secured by the way of lien on mutual funds of Nil (March 31, 2021 - ` 405 Lacs) (refer note 11). PCFC from
Kotak Mahindra is secured by way to lien on fixed deposits to the extent of Nil (March 31, 2021 - ` 600 Lacs) (Refer note 14).
The table below details change in the Group's liabilities arising from financing activities, including both cash and non-cash
changes
Non-current Current
borrowings # borrowings
As at April 01, 2020 927 6,916
Financing cash flows (net) 4,725 4,213
Non cash movements:
Foreign exchange difference (5) (157)
As at March 31, 2021 5,658 10,972
Financing cash flows (net) (2,053) 4,012
Non cash movements:
Foreign exchange difference 173 287
As at March 31, 2022 3,793 15,271
# Current maturities of term loans are included in the Non-current borrowings
20 Lease liabilities
March 31, 2022 March 31, 2021
Non current
5,911 2,645
Less: Current maturities of lease liabilities (1,792) (1,422)
Total non-current lease liabilities 4,119 1,223
Current
Total current lease liabilities 1,792 1,422
335
(i) Movement in lease liabilities for year ended March 31, 2022 and March 31, 2021:
March 31, 2022 March 31, 2021
Balance at beginning of the year 2,645 3,547
Additions 5,291 1,052
Finance cost incurred during the period - refer note 30 487 328
Payment of lease liabilities (2,512) (2,290)
Exchange difference - 8
Balance at the end of the year 5,911 2,645
(ii) The table below provides details regarding the contractual maturities of lease liabilities as at March 31, 2022
and March 31, 2021
March 31, 2022 March 31, 2021
Less than one year 2,264 1,600
One to five years 4,769 1,328
More than five years - -
(iii) The Group had total cash outflows of ` 2,512 Lacs during the year ended March 31, 2022 (March 31, 2021 - ` 2,290
Lacs) for leases recognized in balance sheet. The Group has made a non-cash addition to right-of-use assets and lease
liabilities of ` 5,291 Lacs during the year ended March 31, 2022 (March 31, 2021 - ` 1,052 Lacs).
21 Other financial liabilities

March 31, 2022 March 31, 2021
Non-current
Contingent consideration - refer note 32, 36 and 37 1,291 2,455
1,291 2,455
Current
Employee related liabilities 4,254 3,584
Unpaid dividend 7 -
4,261 3,584
Contingent consideration - refer note 32, 36 and 37 1,467 1,276
1,467 1,276
Carried at fair value through other comprehensive income
Cash flow hedges
60 17
Total other current financial liabilities 5,788 4,877
336
22 Provisions
March 31, 2022 March 31, 2021
Non-current
Provision for gratuity - refer note 35 1,618 1,653
1,618 1,653
Current
Provision for gratuity - refer note 35 240 240
Provision for compensated absences 1,432 1,243
Other provisions
Provision for warranty 26 25
1,698 1,508
Movement during the year - Provision for warranty
Balance as at April 01, 2020 65
Arising during the year -
Utilised/ reversed during the year (40)
Arising during the year 1
Utilised/ reversed during the year -
23 Contract liabilities
March 31, 2022 March 31, 2021
Current
Unearned revenue - refer note (i) below 1,346 674
1,346 674
(i) The Group has rendered the service and have recognised the revenue of ` 474 Lacs (March 31, 2021: ` 484 Lacs) during
the year from the unearned revenue balance at the beginning of the year.
24 Trade payables
March 31, 2022 March 31, 2021
Total outstanding dues of micro enterprises and small enterprises - refer 79 95
note (iii) below
Total outstanding dues of creditors other than micro enterprises and 5,993 4,404
small enterprises
6,072 4,499
Trade payables Ageing Schedule

date of payment
1 years 3 years
small enterprises
Total outstanding dues of creditors other than micro 1,141 13 1 20 1,175
small enterprises
1,220 13 1 20 6,072
337
date of payment
1 years 3 years
small enterprises
Total outstanding dues of creditors other than micro 1,054 6 10 5 1,075
small enterprises
1,149 6 10 5 4,499
Terms and conditions of above trade payables:
(i) Trade payables are non-interest bearing and are normally settled on 0 to 90 days terms
(ii) For explanation of Group's liquidity risk - refer note 37 (3)
(iii) Disclosure required under Clause 22 of Micro, Small and Medium Enterprise Development Act, 2006 - refer below note
Disclosure required under Clause 22 of Micro, Small and Medium Enterprise Development
Act, 2006
The principal amount and the interest due thereon remaining unpaid to any supplier
as at the end of each accounting year:
Principal amount due to micro and small enterprises 79 95
Interest due on the above - -
(i) The amount of interest paid by the buyer in terms of Section 16 of the MSMED - -
Act, 2006 along with the amounts of the payment made to the supplier beyond
the appointed day during each accounting year
(ii) The amount of interest due and payable for the period of delay in making - -
payment (which has been paid but beyond appointed day during the year) but
without adding the interest specified under the MSMED Act, 2006
(iii) The amount of interest accrued and remaining unpaid at the end of each - -
accounting year
(iv) The amount of further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues as above are actually
paid to the small enterprise for the purpose of disallowance as a deductible
expenditure under Section 23 of the MSMED Act, 2006
25 Other liabilities
March 31, 2022 March 31, 2021
Current
Statutory dues payable 2,223 1,481
Other payables 203 449
2,426 1,930
338
26 Revenue from contract with customers

For the year ended
March 31, 2022 March 31, 2021
Sale of service 1,09,314 77,306
1,09,365 77,341
26.1 Disaggregated revenue information

Revenue from contract with customers 24,168 32,887 52,310 1,09,365
India 8,821 8,099 3,674 20,594

Outside India 15,347 24,788 48,636 88,771

Licenses transferred at a point in time 22 28 - 50

Revenue from contract with customers 16,421 21,288 39,632 77,341
India 6,078 2,103 2,283 10,464

Outside India 10,343 19,186 37,348 66,877

Licenses transferred at a point in time - 35 - 35
26.2 Contract balances

For the year ended
March 31, 2022 March 31, 2021
Unbilled revenue 8,730 5,372
Contract assets 1,934 469
Contract liability 1,346 674
339
26.3 Reconciling the amount of revenue recognised in the statement of profit and loss with the
contracted price
For the year ended
March 31, 2022 March 31, 2021
Revenue as per contract price 1,10,018 77,800
Discount (653) (459)
Revenue from contract with customers 1,09,365 77,341
The Group has applied practical expedient as given in Ind AS 115 for not disclosing the remaining performance obligation
for contracts that have original expected duration of one year or lesser. The Group have fixed price contracts for a period of
more than one year, the remaining performance obligation for these contracts is ` 12,635 Lacs (March 31, 2021: ` 7,089
Lacs). The revenue for remaining performance obligation is expected to be recognised over period of 1-3 years (March 31,
2021: 1-4 years,).
27 Other income
For the year ended
March 31, 2022 March 31, 2021
Interest income on:
Deposits with bank 507 709
Income tax refund 46 49
Financial instrument measured at amortised cost 83 80
636 838
Fair value gain on investment measured at FVTPL 368 184
Gain on sale of investments measured at FVTPL 1,377 671
Exchange gain 786 79
Settlement claim - refer note (i) below - 212
Loss on property, plant and equipment sold / scrapped, net 10 -
Rent concession - refer note (ii) below 323 302
Insurance claim - refer note (iii) below 200 -
Gain on liquidation of subsidiary - refer note 46 - 82
Miscellaneous income 10 56
3,074 1,586
3,710 2,424
(i) The Group had entered into Membership Interest Purchase Agreement on May 29, 2017 to acquire interest in OSS Cube
LLC. As per terms of Membership Interest Purchase Agreement, the sellers of OSS Cube LLC had to pay ` 100 Lacs
towards shortfall in working capital and accounts receivable for which the Group made a claim with the sellers through
US attorneys in May 2018. The Counsel representing sellers responded in June 2018, admitting the claim to the extent of
` 63 Lacs and have made a counterclaim of ` 558 Lacs for breach of earn-out/contingent payment. On 15th April 2020, a
settlement was reached and settlement agreement has been entered by both the parties wherein the sellers have agreed
to pay ` 212 Lacs (USD 2,80,000) over an agreed period of time and all claims by the seller have been relinquished.
The Group received settlement amount of ` 212 Lacs (USD 2,80,000) from OSS Cube LLC wide settlement and mutual
release agreement signed on April 15, 2020 which was recorded by the Group in the Profit and Loss Statement during
the year ended March 31, 2021.
(ii) During the year ended March 31, 2022 and March 31, 2021, there is a rent concession allowed as a direct consequence
of the Covid-19 pandemic. Rent concession has resulted in revised consideration for the lease that is less than the
consideration for the lease immediately preceding the change. Reduction in lease payments affect only payments originally
due on or before the June 30, 2022 (revised from earlier period of June 30,2021) and there is no substantive change to
other terms and conditions of the lease. As a practical expedient, the Group has elected not to assess rent concession as
a lease modification. The Group has accounted the change in lease payments resulting from rent concession in the same
way as it would account for the change under Ind AS 116, if the change were not a lease modification.
340
(iii) An American national and an ex-employee on September 9, 2019 had filed a class-action complaint against the Parent
Company before the United States District Court, Northern District of California, San Jose Division, alleging that the Parent
Company engaged in discriminatory employment practices. During the adjudication process, the Court felt that the matter
could be resolved through mediation and directed the parties to go in for an mediation/ settlement. The parties concluded
a settlement of ` 200 Lacs during year ended March 2021. During the quarter ended June 30, 2021, the Company
received reimbursements from the insurance company covering its claim covering settlement and related expenses
amounting to ` 200 Lacs which has been presented under ‘Other Income’.
28 Employee benefits expense

For the year ended
March 31, 2022 March 31, 2021
Contribution to provident fund 2,839 2,087
Employee stock compensation expense - refer note 44 300 297
Gratuity expense - refer note 35 518 409
62,000 45,238
29 Depreciation and amortisation expense

For the year ended
March 31, 2022 March 31, 2021
Depreciation of property, plant and equipment - refer note 3 71 88
Amortisation of intangible assets - refer note 4 970 255
Depreciation of right-of-use assets - refer note 5 2,247 1,931
3,288 2,274
30 Finance costs
For the year ended
March 31, 2022 March 31, 2021
Interest expense on:
Borrowings 343 293
Lease liabilities - refer note 20 487 328
Unwinding of interest in contingent consideration 165 28
995 649
31 Other expenses
For the year ended
March 31, 2022 March 31, 2021
- Buildings 107 101
- Equipments 24 27
- Others 246 209
Rent expenses - refer note (ii) below 284 166
Commission 99 174
341
For the year ended

March 31, 2022 March 31, 2021
Insurance 48 46
Audit fees - refer note (i) below 67 81
Impairment loss allowance on trade receivables 101 980
Sitting fees to non-executive directors - refer note 39 54 56
Commission to non-executive directors - refer note 39 26 24
Corporate social responsibility ('CSR') expenditure - refer note 40 215 75
Postage and courier 94 25
Training expense 248 120
21,598 13,002
(i) Payment to auditors:

For the year ended
March 31, 2022 March 31, 2021
As auditor:
Audit fee 65 70
In other capacity
Certification fees - 9
Reimbursement of expenses 2 2
67 81
(ii) Rent expense recorded under other expenses are lease rental for short-term leases
32 Exceptional Items
For the year ended
March 31, 2022 March 31, 2021
Fair valuation loss on contingent consideration 609 -
609 -
The Group had acquired 100% voting interest in Happiest Minds Inc. (erstwhile PGS Inc.) vide definitive agreements signed
on January 27, 2021, for a total recorded consideration of US $ 13.31 Mn (` 9,720 Lacs), comprising cash consideration of
US $ 8.25 Mn (` 6,025 Lacs) and fair-valued contingent consideration in the form of warrants of US $ 5.06 Mn (` 3,696 Lacs)
payable over the next 3 years. The contingent consideration was classified as a financial liability within the scope of Ind AS 109
'Financial Instruments' and was measured at fair value. Ind AS 109 mandates that any subsequent changes in such fair value
will have to be recognized in the statement of profit and loss. The Group carried out a fair valuation during the year ended
342
March 31,2022 and there was increase in the liability basis increasing expectation of payout. The said increase amounting to
` 609 Lacs has been recognised in the statement of profit and loss and disclosed as ‘Exceptional Item’.
33 Income tax expense

For the year ended
March 31, 2022 March 31, 2021
a) Statement of profit or loss
Adjustment of tax relating to earlier periods 44 -
Deferred tax credit 155 (1,171)
b) Statement of other comprehensive income

On net movement on effective portion of cash flow hedges 80 (127)
On re-measurement losses on defined benefit plans 24 36
104 (91)
Reconciliation of tax expense and tax based on accounting profit:
Profit before income tax expense 24,585 18,602
Tax at the Indian tax rate of 25.17% (March 31, 2021 : 25.17%) 6,188 4,682
Tax effect of:
Utilisation of previous year losses for which no deferred tax was created - (400)
Deferred tax recognised during the year net of reversal of temporary difference - (1,831)
Adjustment of tax relating to earlier periods 44
Permanent difference 242
Difference in tax rates (49) (8)
Others 40 (87)
34 Earnings per share ['EPS']

The following reflects the income and share data used in the basic and diluted EPS computations:
For the year ended

March 31, 2022 March 31, 2021
Profit after tax attributable to equity holders of the Parent Company (a) (` in Lacs) 18,120 16,246
Weighted average number of shares outstanding during the year for basic EPS (b) 14,11,64,508 13,82,98,186
Weighted average number of shares outstanding during the year for diluted EPS (c) 14,44,10,568 14,18,87,367
Basic Earning per share (in `) (a/b) 12.84 11.75
Diluted Earnings per share (in `) (a/c) 12.55 11.45
Equity shares reconciliation for EPS
Equity shares outstanding 14,11,64,508 12,27,00,079
CCPS convertible into Equity shares - 1,55,98,107
Total considered for Basic EPS 14,11,64,508 13,82,98,186
Add: ESOP options / CCPS 32,46,060 35,89,181
Total considered for diluted shares 14,44,10,568 14,18,87,367
343
35 Employee benefits plan

(i) Defined contribution plans - Provident Fund and others
The Group makes contributions for qualifying employees to Provident Fund and other defined contribution plans.
During the year, the Group recognised ` 2,839 Lacs (March 31, 2021 : ` 2,087 Lacs ) towards defined contribution plans.
(ii) Defined benefit plans (funded):

The Group provides for gratuity for employees in India as per the Payment of Gratuity (Amendment) Act, 2018.
Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity
payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for
15 days salary multiplied for the number of years of service. The Gratuity plan of the Group is funded with qualifying
life insurance Company.
Gratuity is a defined benefit plan and Group is exposed to the following risks:
Interest risk A decrease in the bond interest rate will increase the plan liability.
Investment risk The present value of the defined benefit plan liability is calculated using a discount rate which
is determined by reference to market yields at the end of the reporting period on government
bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the
plan in India, it has a relatively balanced mix of investments in government securities, and other
debt instruments.
Salary risk The present value of the defined benefit plan liability is calculated by reference to the future
salaries of members. As such, an increase in the salary of the members more than assumed level
will increase the plan's liability.
Longevity risk Since the benefits under the plan is not payable for life time and payable till retirement age only,
plan does not have any longevity risk.
Concentration risk Plan is having a concentration risk as all the assets are invested with the insurance company.
March 31, 2022 March 31, 2021

Current 240 240
Non-current 1,618 1,653
1,858 1,893
The following table sets out movement in defined benefits liability and the amount recognised in the
financial statements:
As at April 1, 2021 1,997 104 1,893
Remeasurement
Return on plan assets - - -
Actuarial changes arising from changes in (138) - (138)
Experience adjustments 256 - 256
Total amount recognised in other comprehensive income 97 - 97
As at March 31, 2022 2,430 572 1,858
344
As at April 1, 2020 1,539 44 1,495
Remeasurement
Return on plan assets - 2 (2)
Actuarial changes arising from changes in 160 - 160
Experience adjustments (7) - (7)
Total amount recognised in other comprehensive income 146 2 144
As at March 31, 2021 1,997 104 1,893
The major categories of plan assets of the fair value of the total plan assets are as follows:
March 31, 2022 March 31, 2021
Insurance fund 572 104
Total 572 104

The principal assumptions used in determining gratuity benefit obligations for the Group’s plans are shown below:
March 31, 2022 March 31, 2021
Expected return on plan assets 5.66% 5.58%
Future salary increases 8.00 % p.a. 11.00% p.a. for the next 1 year, 7.00%
p.a. for the next 2 years, starting from
the 2nd year 9.00 p.a. thereafter, starting
from the 4th year
Employee turnover 25.00% 20.00%
Mortality Indian Assured Lives Mortality Indian Assured Lives Mortality
2012-14 (Urban) (2006-08)
A quantitative sensitivity analysis for significant assumptions are as shown below:

Sensitivity Level March 31, 2022 March 31, 2021
Defined benefit obligation on increase/decrease in assumptions
Increase Decrease Increase Decrease
Discount rate 1% increase / decrease (76) 83 (87) 96
Future salary increase 1% increase / decrease 79 (75) 91 (85)
Attrition rate 1% increase / decrease (20) 21 (28) 30
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant.
In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the
sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the
defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been
applied as when calculating the defined benefit liability recognised in the Balance Sheet.
345

The following payments are expected cash flows to the defined benefit plan in future years:
Expected contributions to defined benefits plan for the year ended March 31, 2022 is ` 240 Lacs (March 31, 2021 : ` 240
Lacs). The weighted average duration of the defined benefit plan obligation at the end of the reporting period is 4 years
(March 31, 2021: 6 years). The expected maturity analysis of undiscounted gratuity is as follows:
March 31, 2022 March 31, 2021
Within the next 12 months 511 294
Between 2 and 5 years 1,381 1,000
Between 6 and 10 years 760 751
Beyond 10 years 351 645
36 Fair value measurement

i) The carrying value of financial assets by categories is as follows:
March 31, 2022 March 31, 2021
Measured at Fair Value Through Other Comprehensive Income (FVOCI)
Investment in TECH4TH Solutions Inc. 762 -
Total financial assets measured at FVOCI 1,011 523
Measured at Fair Value Through Statement of Profit and Loss (FVTPL)
Investment in mutual funds 46,400 39,148
Total financial assets measured at FVTPL 46,400 39,148
Security deposits 728 1,147
Other financial assets 10,255 7,567
Bank and bank balance other than cash and cash equivalents 10,071 5,935
Cash and cash equivalents 6,729 8,583
Total financial assets measured at amortised cost 44,525 35,438
Total financial assets 91,936 75,109
ii) The carrying value of financial liabilities by categories is as follows:

March 31, 2022 March 31, 2021
Measured at fair value through other profit or loss (FVTPL)
Contingent consideration 2,758 3,731
Total financial liabilities measured at FVTPL 2,758 3,731
Total financial liabilities measured at FVOCI 60 17
Foreign currency term loan 3,793 5,658
Foreign currency loan (PCFC) 15,271 10,972
Trade payables 6,072 4,499
Other financial liabilities 4,261 3,584
Total financial liabilities measured at amortised cost 35,308 27,358
Total financial liabilities 38,126 31,106
346
iii) Fair value hierarchy

The following table provides the fair value measurement hierarchy of the Company's assets and liabilities:
March 31, 2022
Investment in TECH4TH Solutions Inc. - - 762 762
Total financial asset measured at fair value 46,400 249 762 47,411

March 31, 2021
Notes:
The fair value of the financial assets and liabilities are measured at the amount at which the instrument could be exchanged
in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and
assumptions were used to estimate the fair values:
347
a) In respect of investments in mutual funds, the fair value represents net assets value (NAV) as stated by the fund
house in their published statements.
b) The fair valuation of Investment in TECH4TH Solutions Inc. is determined on the reporting date by discounted
cash flow method.
c) The Group has entered into foreign currency forward contract to hedge the highly probable forecast transaction.
The derivative financial instrument is entered with the financial institutions with investment grade ratings.
Foreign exchange forward contracts are valued based on valuation models which include use of market observable
inputs, the mark to market valuation is provided by the financial institution as at reporting date. The valuation of
derivative contracts are categorised as level 2 in fair value hierarchy disclosure.
d) The management assessed that cash and cash equivalent, trade receivables, trade payables, other financial
assets(current), other financial liability (current), bank overdraft and cash credit, lease liabilities (current) and loans
to employees approximates their fair value largely due to short-term maturities of these instruments. Further the
management also estimates that the carrying amount of foreign currency term loan at fixed interest rates are the
reasonable approximation of their fair value and the difference between carrying amount and their fair value is
not significant.
e) The Group has value contingent consideration by using the monte carlo simulation approach.
f) The fair value of remaining financial instruments are determined on transaction date based on discounted cash flows
calculated using lending/ borrowing rate. Subsequently, these are carried at amortized cost. The carrying amount of
the remaining financial instruments are the reasonable approximation of their fair value.
For financial assets carried at fair value, their carrying amount are equal to their fair value.
Valuation Inputs and relationship to fair value

March 31, 2022
Contingent Standard deviation on 5% Increase and decrease in standard
consideration revenue and EBIDTA growth deviation by 1% would decrease
contingent consideration by ` 131 lacs
and increase contingent consideration
by ` 170 lacs respectively.
rate by 1% would decrease contingent
consideration by ` 38 lacs and
increase contingent consideration by
` 39 lacs respectively.

March 31, 2021
Contingent Standard deviation on 5% Increase and decrease in standard
consideration revenue and EBIDTA growth deviation by 1% would decrease
contingent consideration by ` 177 lacs
and increase contingent consideration
by ` 225 lacs respectively.
rate by 1% would decrease contingent
consideration by ` 70 lacs and
increase contingent consideration by
` 72 lacs respectively.
348
Reconciliation of Contingent consideration measured at FVTPL
March 31, 2022 March 31, 2021

As at April 1 3,731 -
Acquisition of subsidiary - refer note 45 - 3,695
Amount recognised in profit and loss statement - refer note 30 and 32 774 28
Settlement during the year (1,861) -
Foreign currency translation reserve 114 8
As at March 31 2,758 3,731
37 Financial risk management

The Group’s principal financial liabilities comprise of borrowings, lease obligation, trade and other payables. The main purpose
of these financial liabilities is to finance the Group’s operations. The Group’s principal financial assets include security deposits,
investments, trade and other receivables and cash and cash equivalents that is derived directly from its operations. The Group
also enters into derivative transactions for hedging purpose.
The Group's activities exposes it to market risk, liquidity risk and credit risk. The Group's risk management is carried out by the
management under the policies approved of the Board of Directors that help in identification, measurement, mitigation and
reporting all risks associated with the activities of the Group. These risks are identified on a continuous basis and assessed
for the impact on the financial performance. All derivative activities for risk management purposes are carried out by specialist
teams that have the appropriate skills, experience and supervision. It is the Group’s policy that no trading in derivatives for
speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these
risks, which are summarised below.
1. Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and equity price risk.
Financial instruments affected by market risk include loans and borrowings, deposits, investments, and derivative
financial instruments.
i. Foreign currency risk

The group’s operates in various geographies and is exposed to foreign exchange risk on its various currency
exposures. The risk of changes in foreign exchange rates relates primarily to the group’s operating activities.
The group uses foreign currency forward contract governed by its board approved policy to mitigate its foreign
currency risk that are expected to occur within next 12 months period for forecasted sales. The counterparty for
these contracts is generally a reputed scheduled bank. The group reports quarterly to a committee of the board,
which monitors foreign exchange risks and policies implemented to manage its foreign exchange exposures.
When a derivative is entered into for the purpose of being a hedge, the group negotiates the terms of those
derivatives to match the terms of the hedged exposure. For hedges of forecast transactions, the derivatives cover
the period of exposure from the point the cash flows of the transactions are forecasted up to the point of sale that is
denominated in the foreign currency.
Hedge effectiveness is determined at inception and periodic prospective effectiveness testing is done to ensure the
relationship exist between the hedged items and hedging instruments, including whether the hedging instruments
is expected to offset changes in cash flows of hedge items.
349
a) The Group's exposure in foreign currency at the end of reporting period :

Amount in Lacs
FC ` FC `
USD Financial assets
Trade receivables 142 10,796 99 7,266
Loans 30 2,277 * 4
Other financial assets 87 6,602 59 4,282
Bank accounts 46 3,506 32 2,316
Derivative assets
Foreign exchange forward contracts# (505) (38,970) (493) (36,071)
Net exposure on foreign currency risk (assets) - - - -
Financial liability
Borrowings 252 19,092 228 16,673
Trade payables 7 530 5 353
Other financial liabilities 20 1,553 28 2,034
Net exposure on foreign currency risk (liabilities) 288 21,842 269 19,659
Net exposure on foreign currency risk (288) (21,842) (269) (19,659)
EURO Financial assets
Trade receivables 7 627 15 1,328
Bank accounts 10 838 * 18
Derivative assets
Foreign exchange forward contracts# (9) (811) (12) (1,031)
Net exposure on foreign currency risk (assets) 14 1,197 5 446
Financial liability
Trade payables 1 52 * (1)
Other liabilities * 13 * 16
Net exposure on foreign currency risk (liabilities) 1 65 * 15
Net exposure on foreign currency risk 13 1,132 5 431
GBP Financial assets
Financial assets
Trade receivables 6 568 8 771
Loans * 7 * 2
Bank accounts 4 422 1 134
Net exposure on foreign currency risk (assets) 15 1,449 11 1,119
Financial liability
Trade payables - - * 23
Other financial liabilities 4 360 5 509
Net exposure on foreign currency risk (liabilities) 5 481 6 645
Net exposure on foreign currency risk 10 968 5 474
# Represents outstanding foreign currency forward contracts. The outstanding forward contracts as March 31, 2022 and March 31,
2021 are within the maturity period of 12 months.
* Represents number below rounding off norms of the Company.
350
b) The sensitivity of profit or loss to changes in foreign exchange rates arising mainly from foreign currency denominated
financial instrument:
March 31, 2022 March 31, 2021
USD sensitivity
`/ USD increases by 5% (1,090) (983)
`/ USD decreases by 5% 1,090 983
EURO sensitivity
`/ EURO increases by 5% 55 22
`/ EURO decreases by 5% (55) (22)
GBP sensitivity
`/ GBP increases by 5% 26 24
`/ GBP decreases by 5% (26) (24)
* Sensitivity is calculated holding all other variables constant
In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk as the
year end exposure does not reflect the exposure during the year.
ii. Interest rate risk

The Group is not exposed to interest rate risk as at March 31, 2022 since all its financial assets or liabilities are either
non-interest bearing or are at fixed interest rate and are carried at amortised cost.
iii. Price risk
The Group exposure to price risk arises for investment in mutual funds and TECH4TH Solutions Inc. held by the Group.
To manage its price risk arising from investments in mutual funds, the Group diversifies its portfolio.
Sensitivity:
The sensitivity of profit or loss to change in Net assets value(NAV) as at year end for investment in mutual funds.
March 31, 2022 March 31, 2021
NAV increases by 5% 2,320 1,957
NAV decreases by 5% (2,320) (1,957)
Impact of Hedge activities

(a) The following provides the details of hedging instrument and its impact on balance sheet
March 31, 2022
Cash flow hedge
(for highly probable
- Foreign currency `/EURO 9 811 Other financial 35
March 31, 2021

Cash flow hedge
(for highly probable
- Foreign currency `/EURO 12 1,096 Other financial 49
351
(b) The effect of cash flow hedge in hedge reserve and statement of profit and loss:
Highly probable Interest rate Total
forecast sales swaps
Balance as at April 1, 2020 (744) 14 (730)
Hedge gain/(loss) recognised in Other 912 (31) 881
Comprehensive Income (OCI)
Amount reclassified from OCI to statement of profit and loss 338 17 355
Income tax effect (127) - (127)
Hedge gain/(loss) recognised in Other 189 - 189
Comprehensive Income (OCI)
Amount reclassified from OCI to statement of profit and loss (505) - (505)
Income tax effect 80 - 80
Reclassification for foreign currency forward contracts is recognised in foreign exchange gain or loss in Statement of
Profit and Loss.
2. Credit risk
Credit risk is the risk that counter party will not meet its obligations under a financial instruments or customer contract
leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables,
unbilled revenue and contract assets) and from its investing activities and from investing activities (primarily deposits with
banks and investments in mutual funds).
Revenue from one customer comprises around 13% of the total revenue of the Group. The remaining revenue of the
Group is spread accross wide range of customers.For receivables turnover ratio, refer note 47.
(i) Trade receivables, unbilled revenue and contract assets.

Trade receivables, unbilled revenue and contract assets are typically unsecured and derived from revenue from
contracts with customers. Customer credit risks is managed by each business units subject to Group's policy and
procedures which involves continuously monitoring the credit worthiness of customers to which the Group grants
credits in the normal course of business. The Group follows ‘simplified approach’ for recognition of impairment loss
allowance on trade receivable. Under the simplified approach, the Group does not track changes in credit risk.
Rather, it recognizes impairment loss allowance based on lifetime Expected Credit Losses (ECLs) at each reporting
date, right from initial recognition. The Group uses a provision matrix to determine impairment loss allowance on
the portfolio of trade receivables. The provision matrix takes into account available external and internal credit risk
factors and the Group's historical experience with customers. Ageing of trade receivables and the provision in books
for trade receivables:
Not due 1-180 181-365 1-2 2-3 More than Total

days days years years 3 years
Unbilled Revenue 10,884
Allowance for expected loss (1,730)
Unbilled Revenue 5,973
Allowance for expected loss (1,533)
352

Opening balance as at April, 1 (1,401) (2,795)
Allowance made during the year (net) - refer note 31 (101) (980)
Allowance reversed/ written back during the year - 279
Utilised during the year - 2,096
Exchange difference (8) (1)
Closing balance as at March, 31 (1,510) (1,401)
(ii) Other financial assets and cash deposit

Credit risk from balances with the banks, loans, investments in mutual funds and other financial assets are managed
by the Group based on the Group policy and is managed by the Group's Treasury Team. Investment of surplus fund
is made only with approved counterparties. The Group's maximum exposure to credit risk is the carrying amount of
such assets as disclosed in note 36 above.

Opening balance as at April, 1 (133) (602)
Allowance made during the year - refer note 31 (88) (41)
Allowance reversed/ written back during the year - 510
Closing balance as at March, 31 (221) (133)
3. Liquidity risk
Liquidity risk is the risk that the Group may not be able to meet its present and future cash and collateral obligations
without incurring unacceptable losses. The Group's objective it to, at all times maintain optimum levels of liquidity to meet
its cash and collateral requirements. The Group closely monitors its position and maintains adequate source of financing.
The Group has access to the following undrawn borrowing facilities at the end of the reporting period:
March 31, 2022 March 31, 2021

RBL Bank Limited 2,233 14
Kotak Mahindra Bank Limited 725 300
HDFC Bank Limited 1,000 1,000
Federal Bank Limited 37 1,500
ICICI Bank Limited 2,234 2,800
6,229 5,614
The table below summarises the maturity profile of the Group’s financial liabilities at the reporting date. The amounts are
based on contractual undiscounted payments.
Particulars Less than 1 year More than 1 year Total
Other financial liabilities# 4,385 26 4,411
32,031 8,237 40,268
Other financial liabilities# 3,752 123 3,875
24,681 8,616 33,297
# Includes future interest payable on outstanding borrowings
353
38 Capital management
For the purpose of the Group’s capital management, capital includes issued equity capital, convertible preference shares,
securities premium and all other equity reserves. The primary objective of the Group’s capital management is to maintain a
strong capital base to ensure sustained growth in business and to maximize the shareholders value. The capital management
focuses to maintain an optimal structure that balances growth and maximizes shareholder value.
The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the
requirements of the financial covenants. To maintain or adjust the capital structure, the Group may adjust the dividend payment
to shareholders, return capital to shareholders or issue new shares. The Group includes within net debt, interest bearing loans
and borrowings, less cash and cash equivalents. The Group's gearing ratio, which is net debt divided by total capital plus net
debt is as below:

Borrowings (including current maturities) 19,064 16,630
Less : Cash and cash equivalents (6,729) (8,583)
Net (cash and cash equivalents)/debt (A) 12,335 8,047
Equity 66,580 54,599
Total equity capital (B) 66,580 54,599
Total debt and equity (C )=(A)+(B) 78,915 62,646
Gearing ratio (A)/(C ) 16% 13%
No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2022
and March 31, 2021.
During the year the group has not defaulted in any loan covenants.
39 Related party disclosure

(i) List of related parties and relationship
Key management personnel (KMP) 1. Mr. Ashok Soota (Executive Chairman)
2. Mr. Venkatraman N (Managing Director - w.e.f November 4, 2020 and CFO)
3. Mr. Girish Paranjpe (Independent director) (till March 10, 2020)
4. Mr. Avneet Singh Kochar (Non executive director) (till November 4, 2020)
5. Mr. Joseph Vinod Anantharaju (Director) (w.e.f November 4, 2020)
6. Mr. Praveen Darshankar (Company Secretary & Compliance Officer)
7. Mrs. Anita Ramachandran (Independent director) (w.e.f June 04, 2020)
8. Mr. Rajendra Kumar Srivastava (Independent director) (w.e.f June 04,2020)
9. Mrs. Shubha Rao Mayya (Independent director) (w.e.f June 04,2020)
Entity having significant influence over CMDB II (till September 7, 2020)
the reporting entity
Relatives of KMP 1. Mr. Suresh Soota
2. Mr. Deepak Soota
3. Ms. Kunku Soota
4. Mrs. Usha Samuel
Entities under the control of KMP SKAN Research Trust
Ashok Soota Medical Research LLP
Post employment benefit plan (PEBP) Happiest Minds Technologies Pvt. Ltd. Employees group gratuity trust
354
a) The following table is the summary of significant transactions with related parties by the Company:
March 31, 2022 March 31, 2021
(i) Sale of service
(ii) Director's sitting fees:
(iii) Commission to directors
(iv) Contribution made to post employee benefit plan:
Happiest Minds Technologies Pvt. Ltd. Employees group gratuity trust 650 154
(v) Managerial remuneration* :
Mr. Venkatraman N
Mr. Ashok Soota
Mr. Praveen Darshankar
Mr. Joseph Vinod Anantharaju
* As the liability for gratuity and compensated leave absences is provided on an actuarial basis for the Group as a whole, the amount
pertaining to the directors are not included above.
vi) Reimbursement of expenses received#:
Mr. Ashok Soota - 703
CMBD II - 2,276
# Represents share issue expense incurred by the Company on behalf of the selling shareholders which was subsequently reimbursed.
vii) Dividend paid
Mr. Joseph Vinod Anantharaju 20 -
Mr. Ashok Soota 2,853 -
Mr. Venkatraman N 24 -
Deepak Soota 2 -
Suresh Soota 1 -
Kunku Soota 2 -
Usha Samuel 4 -
Jayalakshmi Venkatraman 16 -
Praveen Kumar Darshankar 3 -
355
viii) Details of CCPS converted:

March 31, 2021
Date of resolution Name of related party No of CCPS converted No of equity shares Amount
May 13, 2020 Mr. Ashok Soota 3,58,728 5,84,72,664 2,339
July 10, 2020 Mr. Ashok Soota 1,129 1,84,027 7
July 10, 2020 Mr. Venkatraman N 2,099 3,42,137 14
July 10, 2020 CMDB II 1,67,173 2,72,49,199 1,090
July 10, 2020 Mr. Suresh Soota 193 31,459 1
July 10, 2020 Mr. Deepak Soota 301 49,063 2
July 10, 2020 Ms. Kunku Soota 260 42,380 2
July 10, 2020 Mrs. Usha Samuel 482 78,566 3
b) The balances receivable from and payable to related parties are as follows :
March 31, 2022 March 31, 2021
(i) Trade receivables:
(ii) Unbilled receivables:
(vi) Trade Payables
Terms and conditions of transactions with related parties:

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length
transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash.
There have been no guarantees provided or received for any related party receivables or payables. For the year ended
March 31, 2022, the Group has not recorded any impairment of receivables relating to amounts owed by related parties
. This assessment is undertaken each financial year through examining the financial position of the related party and the
market in which the related party operates.
40 Corporate Social Responsibility ('CSR') expenditure

Details of CSR expenditure are as follows:
March 31, 2022 March 31, 2021
(a) Gross amount required to be spent by the Group during the year 205 64
(b) Amount approved by the board to be spent during the year 215 75
(c) Amount spent during the year ending on March 31, 2022 : In cash Yet to Total
be paid in cash
(d) Amount spent during the year ending on March 31, 2021 : In cash Yet to Total
be paid in cash
(e) Details related to spent/ unspent obligations:
i) Contribution to Public Trust - -
ii) Contribution to Charitable Trust 215 75
iii) Unspent amount in relation to:
- Ongoing project - -
- Other than ongoing project - -
215 75
356
Details of ongoing project and other than ongoing project

In case of S. 135(6) (Ongoing Project)
Opening balance Amount Amount spent during the year Closing balance
With Company In Separate required From Company's From separate With In separate CSR
CSR unspent A/c to be spent bank A/c CSR unspent A/c Company unspent A/c
during the year
- - - - - - -
In case of S. 135(5) (Other than ongoing Project)

Opening balance Amount deposited in Amount required Amount spent Closing balance
specified fund of Sch. to be spent during the year
VII within 6 months during the year
- - 205 215 -
In case of S. 135(5) Excess amount spent

Opening balance Amount required to be spent Amount spent Closing balance
(11) 205 215 (21)
41 Interest in other entities

a) Subsidiary
The Group's subsidiary is set out below. Unless otherwise stated, they have share capital consisting solely of equity
shares that are held directly by the Group and proportion of ownership interests held equals the voting rights held by the
Group. The country of incorporation or registration is also their principal place of business:
Name of entity Principle Country Ownership Ownership

activity of Incorporation interest interest
held by the group held by the group
% %
March 31, 2022 March 31, 2021
Happiest Minds Technologies LLC* IT Services USA Nil Nil
Happiest Minds Inc. IT Services USA 100 100
(formerly known as PGS Inc.)#
* Liquidated on June 1, 2020. Refer note 46
# Refer note 45
b) Additional information, as required under schedule III of the Companies Act, 2013, as
required enterprises considered as subsidiary.
March 31, 2022
Net assets Share in profit or loss Share in other Share in total
comprehensive income comprehensive income
As a % of Amount As a % of Amount As a % of Amount As a % of Amount
Consolidated Consolidated Consolidated Consolidated
net assets profit or loss OCI TCI
Parent company
Happiest Minds 100.6% 66,974 102.9% 18,648 288.8% (309) 101.8% 18,339
Technologies Ltd
Subsidiary
Happiest Minds Inc. (4.9%) (3,252) 0.8% 141 0.0% - 0.8% 141
(formerly known as
PGS Inc.)
Other adjustments: 4.3% 2,858 (3.7%) (669) (188.8%) 202 (2.6%) (467)
Total 100% 66,580 100% 18,120 100% (107) 100% 18,013
357
March 31, 2021

Net assets Share in profit or loss Share in other Share in total
comprehensive income comprehensive income
As a % of Amount As a % of Amount As a % of Amount As a % of Amount
Consolidated Consolidated Consolidated Consolidated
net assets profit or loss OCI TCI
Parent company
Happiest Minds 100.1% 54,667 99.7% 16193 97.8% 1,000 99.6% 17,193
Technologies Ltd
Subsidiary
Happiest Minds 0.0% - 0.5% 79 0.0% - 0.4% 79
Technologies LLC
Happiest Minds Inc. 0.8% 425 0.3% 54 0.0% - 0.3% 54
(formerly known
as PGS Inc.)
Other adjustments: (0.9%) (493) (0.5%) (80) 2.2% 23 (0.3%) (57)
Total 100% 54,599 100% 16,246 100% 1,023 100% 17,269
42 Commitments and Contingent Liabilities

i) Capital Commitments
March 31, 2022 March 31, 2021
Capital commitments towards purchase of capital assets 638 152
ii) Other claims against the Group not provided for in the books
a) Compounding and Settlement Applications filed by the Group
A compounding application had been filed by the Group before the National Company Law Tribunal (NCLT) and
Registrar of Companies, Bombay (“RoC”), in relation to allotments of Equity Shares made by the Company during
year ended March 31, 2013 and 2014 under ESOP Scheme 2011 and ESOP Scheme 2011 USA, where certain
allotments were made in contravention of Section 67(3) of the Companies Act, 1956.
The Board, vide a resolution passed at its meeting held on August 4, 2020 voluntarily decided to provide an exit
offer to the shareholders. Upon completion of the exit offer, the Company had filed a compounding application with
the RoC (which will be forwarded to the National Company Law Tribunal, Bengaluru bench upon approval) and a
settlement application with SEBI.
The matter has been closed by ROC bangalore vide letter dated February 1, 2022 citing no contravention
of Section 67(3).
b) With respect to the License Agreement entered in June 2018 between the Group and a customer, for providing
software services, the customer terminated the agreement claiming non-satisfactory delivery of services and
damages of ` 623 Lacs. The customer has also initiated arbitration proceedings which the Parent Company is
currently contesting and is of the view that the claim is not tenable and accordingly no adjustments are made in the
c) There are numerous interpretative issues relating to the Supreme Court (SC) judgement on PF dated February 28,
2019. As a matter of caution, the Group has taken cognizance of the matter on a prospective basis from the date of
the SC order. The Group will update its provision, if any, required, on receiving further clarity on the subject.
d) The Group is also subject to certain other claims and suits that arise from time to time in the ordinary conduct of its
business. While the Group currently believes that such claims, individually or in aggregate, will not have a material
adverse impact on its financial position, cash flows, or results of operations, the litigation and other claims are subject
to inherent uncertainties, and management’s view of these matters may change in the future. Were an unfavourable
final outcome to occur in any one or more of these matters, there exists the possibility of a material adverse impact
on the Group’s business, reputation, financial condition, cash flows, and results of operations for the period in which
the effect becomes reasonably estimable.
358
43 Segment Information
A. Description of segments and principal activities
The Group executive management committee examines the Group's performance on the basis of its business units and
has identified three reportable segments:
i) Infrastructure Management & Security Services (IMSS):

Infrastructure Management and Security Services (IMSS) group delivers integrated end-to-end infrastructure and
security solutions with specialization in cloud, virtualization and mobility across a multitude of industry verticals and
geographies. The group provides advisory, transformation, managed & hosted services and secure intelligence
solutions to clients. This group has unique productized solution platforms for smart infrastructure and security
solutions provides quick to deploy, mature service delivery over Global SOC/NOC.
ii) Digital Business Services (DBS):

Digital Business Services group delivers enterprise applications and customised solutions that enable organizations to
be smarter and accelerate business transformations. The group provides advisory, design & architecture, custom-app
development, package implementation, testing and on-going support services to IT initiatives. The business drivers
for these applications are: increasing market share, enhancing customer engagement, improving agility and
efficiency of internal operations, reducing cost, driving differentiation and standardizing business processes.
iii) Product Engineering Services (PES):

Product Engineering Services group assists software product companies in building robust products and services that
integrate mobile, cloud and social technologies. The group helps clients understand the impact of new technologies
and incorporate these technologies into their product roadmap. This group focuses on technology depth, innovation
and solution accelerators allows us to deliver time-to-market, growth and cost benefits to clients.
B. Segment revenue, segment results other information as at/ for the year:
Year ended March 31, 2022 IMSS DBS PES Total
External customers 24,168 32,887 52,310 1,09,365
Inter-segment - - - -
Segment revenue 24,168 32,887 52,310 1,09,365
Segment results 5,917 8,789 20,693 35,399
Reconciliation to profit after tax:

Interest income 636
Net gain on investments carried at fair value 1,745
through profit or loss
Other unallocable income 1,329
Unallocable finance cost (995)
Unallocable depreciation and amortisation expenses (3,288)
Other unallocable expenses (10,241)
Tax (6,465)
Profit for the year 18,120
Segment assets 7,202 19,140 12,632 38,974

Reconciliation to total assets:
Investments 47,162
Derivative instruments 249
Other unallocable assets 26,116
Total 1,12,501
359

Segment liability 1,234 9,144 1,884 12,262
Reconciliation to total liabilities:
Borrowings 19,064
Other unallocable liabilities 14,595
Total 45,921

External customers 16,421 21,288 39,632 77,341
Inter-segment - - - -
Segment revenue 16,421 21,288 39,632 77,341
Segment results 3,967 7,106 15,924 26,997
Reconciliation to profit after tax:

Interest income 838
Net gain on investments carried at fair value 855
through profit or loss
Other unallocable income 647
Unallocable finance cost (642)
Unallocable depreciation and amortisation cost (2,198)
Other unallocable expenses (7,895)
Tax (2,356)
Profit for the year 16,246
Segment assets 4,282 5,741 8,284 18,307
Reconciliation to total assets:

Investments 39,148
Derivative instruments 523
Other unallocable assets 34,217
Total 92,195
Segment liability 396 1,874 1,174 3,444

Reconciliation to total liabilities:
Borrowings 18,627
Other unallocable liabilities 15,525
Total 37,596
Note
(i) Assets (other than accounts receivable and unbilled revenue) and liabilities (other than unearned revenue) of the
Group are used interchangeably between segments, and the management believes that it can not be allocated to
specific segment.
(ii) The expense / income that are not directly attributable and that cannot be allocated to a business segment on a
reasonable basis are shown as unallocable expenses
360
C. Entity-wide disclosures
i) The amount of revenue from external customers broken down by location of customers is shown below:
For the year ended

March 31, 2022 March 31, 2021
India 20,594 10,464
USA 71,141 56,517
UK 11,332 7,611
Others 6,298 2,749
1,09,365 77,341
ii) The break-up of non-current assets by location of assets is shown below:
As at
March 31, 2022 March 31, 2021
India 6,382 2,902
USA 9,412 9,940
UK 1 1
15,795 12,843
Non-current assets for this purpose consists of Property, plant and equipment, intangible assets and right-of-use
assets.
ii) Revenue from customers of the Group which is individually more than 10 percent of the Group's total revenue:
As at
March 31, 2022 March 31, 2021
One customer 12.97% 14.52%
44 Share based payments

Employee Share Option Plan (ESOP)
The Parent Company instituted the Employee Share Option Plan 2011 (""ESOP 2011"") and Equity Incentive Plan 2011 (""EIP
2011"") for eligible employees during the year ended March 2012 which was approved by the Board of Directors (Board) on
October 18, 2011 and January 19, 2012 duly amended by the Board on January 22, 2015.
Besides the above plan, the Parent Company has also instituted Employee Share Option Plan 2014 (""ESOP 2014"") duly
approved by the Board on October 20, 2014 and by the shareholders on January 22, 2015. The Parent Company has also
instituted Employee Share Option Plan 2015 (""ESOP 2015"") duly approved by the Board on June 30, 2015 and by the
shareholders on July 22, 2015. During year ended 2018, the Parent Company has amended ESOP 2014 and all options
granted under ESOP 2014 be deemed to be granted under ESOP 2011 duly approved by the Board on October 25, 2017.
The plans are separate for USA employees (working out of the United States America - ""USA"") and employees working
outside USA. The Parent Company administers these plans.
On April 29, 2020 the Board of the Parent Company approved Happiest Minds Employee Stock Option Scheme 2020 (""ESOP
2020"") consisting of 70,00,000 equity shares. The Parent Company will henceforth issue grants under the ESOP 2020 only.
The contractual term of each option granted is 5-8 years.
361
Key features of these plans are provided in the below table:

Key Terms ESOP 2011 ESOP 2014 / EIP 2011 ESOP 2015 ESOP 2020
for US Employees / EIP 2011
for US Employees
Class of Share Equity Shares (as Pursuant to conversion Equity Shares (as Equity Shares (as
amended vide board of Class B Non-voting amended vide amended vide
meeting held on April 26, Equity Shares (entitled board meeting held board meeting
2017 and Annual general under ESOP 2014) on April 26, 2017 held on April 29,
meeting held on to Equity shares (as and Annual general 2020 and extra
July 31, 2017). amended vide board meeting held on ordinary general
meeting held on April 26, July 31, 2017). meeting held
2017 and Annual general on May 13, 2020).
meeting held on July 31,
2017), the Board of
Directors at its meeting
held on October 25,
2017 approved the
administration of
options granted
and shares allotted
under erstwhile ESOP
2014 to ESOP 2011.
Ownership Legal Ownership Legal Ownership Legal Ownership
Vesting Pattern Four-year vesting term and vest at the rate of 15%, 20%, 30% and 35% at the end of 1,2,3 and
4 years respectively from the date of grant and become fully exercisable, subject to employee
being in the employment of the Parent Company.
Exercise Price Exercisable at an exercise Exercisable at an Exercisable at an No grant has
price of ` 2, ` 3, ` 5 and exercise price of ` 2 and exercise price been made
` 6 per option. ` 6 per option. of ` 2, ` 6.25, under this scheme
` 9.50, ` 11.50 and
` 26 per option.
Economic Benefits The holders of the equity shares will be entitled to the economic benefits of holding these shares
/ Voting Rights only after the completion of the various vesting terms mentioned above and shall acquire voting
rights as a shareholder of the Parent Company as duly approved by the shareholders at the
meeting held on July 31, 2017.
For the year ended

March 31, 2022 March 31, 2021
Movements during the year

The following table illustrates the number and weighted average exercise price of share options during the year
March 31, 2022

Outstanding options as at the 88,668 6.28 27,58,707 25.85
end of the year
Contractual Life
362
Exercised during the year (4,000) 6.00 (17,890) 20.98
Forfeited during the year - - (1,750) 26.00
end of the year
Contractual Life
March 31, 2021

Granted during the year - - 37,000 26.00
Outstanding options as at the 1,27,868 5.98 39,65,379 25.31
end of the year
Contractual Life
Exercised during the year - - (6,905) 26.00
Forfeited during the year - - - -
end of the year
Weighted Average Remaining 0.8 years 3.73 years
Contractual Life
* Weighted Average Exercise Price
No options were granted during the year. The weighted average fair value of the options granted during the year ended
March 31, 2021 is ` 12.23.
The weighted average share price of shares exercised during the year is ` 963.88 (March 31, 2021 - ` 372.61)
Exercisable options as at March 31, 2022 - 8,47,466 options (March 31, 2021 - 7,77,628 options) and weighted average
exercise price - ` 22.92 (March 31, 2021 - ` 18.59)
The Black Scholes valuation model has been used for computing the weighted average fair value considering the
following inputs:
March 31, 2022 March 31, 2021
Expected dividend yield NA 0.00%
Expected Annual Volatility of Shares NA 50.00%
Risk-free interest rate (%) NA 6.98%
Exercise price (`) NA 26.00
Expected life of the options granted (in years) NA 3-6 years
The expected life of the stock is based on historical data and current expectations and is not necessarily indicative of exercise
patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of
the options is indicative of future trends, which may also not necessarily be the actual outcome.
363
45Business acquisitions
Acquisition during the year ended March 31, 2021
On January 27, 2021, the Company signed definitive agreements acquiring 100% voting interest in PGS Inc., a US based
end-to-end digital e-commerce solutions Company, from Moonscape Inc., USA (Parent Company of PGS Inc.) for total
computed/recorded consideration of US $ 13.31 Mn (` 9,720 Lacs), comprising cash consideration of US $ 8.25 Mn (` 6,025
Lacs) and fair-valued contingent consideration in the form of warrants of US $ 5.06 Mn (` 3,696 Lacs) over the next three
years, to be settled by PGS Inc. to Moonscape Inc. with the backing by Company, of the warrant liability settlement, subject
to achievement of set targets for respective years. The excess of purchase consideration recorded/paid over fair value of net
assets and intangible assets acquired has been attributed to goodwill amounting to ` 7,020 Lacs. The acquisition is expected
to strengthen Company’s digital e-commerce solutions to its customers looking for online offering of their products/services.
The following table presents the purchase consideration, fair value of assets and liabilities acquired and goodwill recognised
on the date of control.
Details of Fair value recognised on acquisition:

March 31, 2021
Intangible assets 3,107
Trade receivables 1,451
Other Financial assets -
Cash and cash equivalent 1,298
Other Financial liabilities (424)
Other current liabilities (290)
Contract liability (297)
Trade payables (1,368)
Deferred tax liability on intangible assets (777)
Total fair value of net assets acquired (A) 2,700
Fair value of purchase consideration (B) 9,720
Goodwill arising on acquisition (C)- (A-B) 7,020
The goodwill of ` 7,022 Lacs comprises the value of expected synergies arising from the acquisition which is not separately
recognised. Goodwill is not deductible for tax purpose. Refer note 4
March 31, 2021
Purchase consideration
Cash consideration 6,025
Fair value of contingent consideration 3,695
Total purchase consideration 9,720
Transaction costs relating to acquisition have been expensed and are included in other expenses.
Revenue and profit contribution:

The acquired business contributed revenues of ` 1,955 Lacs and incurred net profit of ` 18 Lacs to the Group post its acquisition
till the year ended March 31, 2021.
If the acquisition had occurred on April 1, 2020, consolidated pro-forma revenue would have been ` 8,339 Lacs and net profit
of ` 193 Lacs respectively for the year ended March 31, 2021. These amounts have been calculated using the subsidiary’s
financial statements and adjusting them for:
a) differences in the accounting policies between the Group and the subsidiary, and
b) the additional depreciation and amortisation that would have been charged assuming the fair value adjustments to property,
plant and equipment and intangible assets had applied from April 1, 2020, together with the consequential tax effects.
364
46 Discontinued operations - Liquidation of subsidiary

The Company in its Board Meeting on March 16, 2020 passed a resolution to voluntarily dissolve and wind up the operation
of its subsidiary, i.e. Happiest Minds Technologies LLC, USA. Pursuant to such resolution, the Company had filed a request for
termination of the aforesaid subsidiary and received a certificate from the Office of Secretary of State approving such winding
up on June 1, 2020 and consequent to such approval the Company has liquidated its subsidiary.
Pursuant to such liquidation, the Company de-recognised the assets and liabilities and recognised a gain of ` 82 Lacs (refer
note 26) including foreign currency translation reserve balance that has been reclassified as gain on liquidation of subsidiary
under other income in Statement of Profit and Loss on such liquidation.
The operation of the aforesaid subsidiary is not material to the Group. Hence, the Group has disclosed the results and financial
position of such subsidiary via this note. All other notes and disclosure given in the Consolidated Financial Statements includes
the financial effect of the subsidiary operations and financial positions. The carrying amount of assets and liabilities in these
Consolidated Financial Statements include approximates the fair value.
The results of Happiest Minds Technologies LLC, USA for the year are presented below:
March 31, 2021

Other income 80
80
Other expense 1
Finance cost -
1
Profit /(loss) before tax 79
Tax expense -
Profit /(loss) after tax from discontinued operations 79
There were no assets and liabilities of Happiest Minds Technologies LLC, USA as at March 31, 2021.
47 Ratio analysis and its elements

Ratio Numerator Denominator March March % Reason for
31, 2022 31, 2021 Change Variance
Current ratio Current Assets Current Liabilities 2.53 2.67 -5%
Debt- Equity Ratio Total Debt Shareholder’s Equity 0.38 0.35 9%
Debt Service Earnings for debt service = Debt service = Interest 5.88 5.61 5%
Coverage ratio Net profit after taxes + Non- & Lease Payments +
Shareholder's
cash operating expenses Principal Repayments
equity was
Return on Equity Net Profits after taxes – Average Shareholder’s 0.30 0.40 -25% lower as at
ratio Preference Dividend Equity March 31, 2020
Trade Receivable Net revenue Average Trade 7.56 6.53 16% resulting in
Turnover Ratio Receivable higher return
Trade Payable Net credit purchases = Average Trade Payables 4.02 3.27 23% on equity for
Turnover Ratio Gross credit purchases - the year ended
purchase return March 31, 2021
Net Capital Net revenue Working capital = Current 1.95 1.66 17%
Turnover Ratio assets – Current liabilities
Net Profit ratio Net Profit Net sales = Total sales - 0.17 0.21 -19%
sales return
Return on Capital Earnings before interest and Capital Employed = 0.31 0.30 3%
Employed taxes Tangible Net Worth +
Total Debt + Deferred Tax
liability
Return on Interest (Finance Income) Investments (includes 0.04 0.04 0%
Investment and gain from mutual funds mutual funds, investment
in TECH4TH Solutions
Inc. and fixed deposits)
365
48 The Board of Directors of the Parent Company at their meeting held on May 5, 2022 recommended the payout of a final
dividend of ` 2/- per equity share of face value ` 2/- each for the financial year ended March 31, 2022. This recommendation
is subject to approval of shareholders at the 11th Annual General Meeting of the Group scheduled to be held on June 30, 2022.
49 The financial statements of the Company for year ended March 31, 2021 were audited by M/s S.R.Batliboi & Associates LLP,
Chartered Accountants, the predecessor auditor who have expressed an unmodified audit opinion.
50 The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post-employment benefits
received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date
on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued.
The Group will assess the impact of the Code when it comes into effect and will record any related impact in the period in
which the Code becomes effective.
51 The full impact of COVID-19 still remains uncertain and could be different from the estimates considered while preparing
these Consolidated Financial Statements. The Group will continue to closely monitor any material changes to future
economic conditions.
52 The Company maintains the information and documents as required under the transfer pricing regulations under Section
92-92F of the Income Tax Act, 1961. The management is in the process of updating the transfer pricing documentation for the
financial year 2021 - 2022 and is of the view that its transactions are at arm’s length and the aforesaid legislation will not have
any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.
53 Previous year's figures have been regrouped/ reclassified wherever necessary to conform with current year classification.

Date: May 5, 2022
Praveen Darshankar
Company Secretary &
Compliance Officer
FCS No.: F6706
Date: May 5, 2022
366
BOARD OF DIRECTORS STATUTORY AUDITORS Noida, NCR
Ashok Soota Deloitte Haskins & Sells LLP SMILES 5, 2nd Floor, A-42/6, Pinnacle Tower
Executive Chairman Sector-62, Noida, UP - 201301
CONTACT DETAILS Phone: +91 120 4740 700
Joseph Anantharaju For Queries Relating to Shares
Executive Vice Chairman [email protected] (RTA) UNITED STATES
Venkatraman Narayanan Toll Free Number: 1800 3094001 California
Managing Director & CFO [email protected] (Company) 101, Metro Drive, Suite 360
Phone: +91 80 6196 0300 San Jose, CA - 95110
Anita Ramachandran Phone: +1 408 520 7611
Independent Director For queries on Results/
Rajendra Kumar Srivastava Management Meetings Texas - 1
Independent Director [email protected] 3 Sugar Creek Center Blvd
Phone: +91 80 6196 0300 Suite 100
Shubha Rao Mayya Sugar Land, TX - 77478
Independent Director WEBSITE
https://www.happiestminds.com/ Texas - 2
COMMITTEES OF THE BOARD 11514 Cherry Heart CT
AUDIT BANKERS Austin, TX - 78750
Shubha Rao Mayya - Chairperson Kotak Mahindra Bank Ltd
Anita Ramachandran - Member RBL Bank Ltd Washington
Venkatraman Narayanan - Member Federal Bank Ltd 8441, 154th Avenue NE
ICICI Bank Ltd Suite 206, Redmond, Seattle, WA - 98052
NOMINATION, REMUNERATION & HDFC Bank Ltd
BOARD GOVERNANCE Axis Bank Limited Massachusetts
Rajendra Kumar Srivastava - Chairperson Standard Chartered Bank 1 Birchwood Drive
Ashok Soota - Member Bank of America Westford, MA - 01886
Anita Ramachandran - Member Citibank NA
Shubha Rao Mayya - Member JP Morgan Chase Bank NA Nebraska
3869 S 181 St, Omaha, NE - 68130
CORPORATE SOCIAL RESPONSIBILITY SUBSIDIARY
Joseph Anantharaju - Chairperson Happiest Minds Inc Atlanta
Ashok Soota - Member DBA Pimcore Global Services 2055 Avonleigh Dr, Cumming, Atlanta
Shubha Rao Mayya - Member 3 Sugar Creek Center Blvd Ste#100 GA - 30041
Sugar Land, TX 77478
ADMINISTRATIVE AND UNITED KINGDOM
STAKEHOLDERS RELATIONSHIP REGISTERED & CORPORATE OFFICE Berkshire
Anita Ramachandran - Chairperson Happiest Minds Technologies Limited 450 Brook Drive
Shubha Rao Mayya - Member #53/1-4, Hosur Main Road, Madivala Green Park
Venkatraman Narayanan - Member (Next to Madivala Police Station) Reading RG2 6UU
Bengaluru - 560068, Karnataka, India Phone: +44 118 3340066
RISK MANAGEMENT CIN: L72900KA2011PLC057931 Fax: +44 118 3340067
Joseph Anantharaju - Chairperson Phone: +91 80 6196 0300/0400
Anita Ramachandran - Member CANADA
Shubha Rao Mayya - Member OFFICES/PRESENCE Toronto
Venkatraman Narayanan - Member INDIA 4950 Yonge Street, Suite 2200
Bengaluru - 1 Toronto ON M2N 6K1
STRATEGIC INITIATIVES Happiest Minds Technologies Limited Canada
Rajendra Kumar Srivastava - Chairperson SMILES 1, 3rd & 4th Floor
Ashok Soota - Member SJR Equinox, Sy. No. 47/8 AUSTRALIA
Anita Ramachandran - Member Doddathogur Village, Begur Hobli Sydney
Joseph Anantharaju - Member Electronics City Phase 1 Level 20, Tower 2, Darling Park
Venkatraman Narayanan - Member Hosur Road, Bengaluru - 560100 201, Sussex Street
P: +91 80 3965 3000 Sydney, NSW 2000
COUNSEL/LEGAL CONSULTANTS Australia
Khaitan & Co Bengaluru - 2 Phone: +61 2 9006 1020
Uday Shankar Associates Happiest Minds Technologies Limited
Wilson Elser Moskowitz Edelman & SMILES 2, 3 & 4 UAE
Dicker LLP Registered Office: #53/1-4, Hosur Main Road Dubai
Collyer Bristow LLP Madivala, (Next to Madivala Police Station) Dubai Digital Park, DSO, A4 - 313
Habbu & Park Bengaluru-560068, Karnataka, India Telephone: +9714 5472539
Eastern Bridge P: +91 80 6196 0300, +91 80 6196 0400
Kingston Smith LLP F: +91 80 6196 0700 THE NETHERLANDS
Goel & Anderson, LLC Amsterdam
Pune Herikerbergweg 238 Place 1101 CM
SMILES 6 Amsterdam Zuidoost
8th Floor B Wing, MCCIA Trade Tower Telephone: +31 020 57 888 14
Senapati Bapat Road, Pune - 411016
Phone: +91 20 6666 8100
www.happiestminds.com
HAPPIEST MINDS
DESIGNED FOR
PERPETUITY
HAPPIEST MINDS
NOTICE OF AGM 2022

Happiest Minds Notice of AGM 2022
HAPPIEST MINDS TECHNOLOGIES LIMITED

(CIN No.L72900KA2011PLC057931)
Registered Office : #53/1-4, Hosur Main Road, Madivala (Next to Madivala Police Station),
Bengaluru-560068, Karnataka, India
P: +91 80 6196 0300, F: +91 80 6196 0700;
Email: [email protected]; Website: www.happiestminds.com
NOTICE OF THE 11TH ANNUAL GENERAL MEETING

Notice is hereby given that the Eleventh Annual General Meeting (“AGM”) of the members of Happiest Minds
Technologies Limited will be held on Thursday, the 30th day of June 2022 at 4.00 pm (IST) through Video
Conference / Other Audio-Visual Means (“VC”) without the physical presence of the members at a common venue,
to transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the
financial year ended March 31, 2022, together with the Reports of Board of Directors and the Auditors
thereon.
2. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the
financial year ended March 31, 2022, together with the Report of the Auditors thereon.
3. To declare final dividend on equity shares for the financial year ended March 31, 2022.
4. To appoint a Director in place of Mr. Ashok Soota (DIN 00145962) who retires by rotation and, being
eligible, offers himself for re-appointment.
Registered Office: By Order of the Board

#53/1-4, Hosur Main Road, For HAPPIEST MINDS TECHNOLOGIES LIMITED
Madivala (Next to Madivala Police Station),
Bengaluru-560068, Karnataka, India
Date : May 30, 2022
Place : Bengaluru Praveen Kumar D
Membership No. F6706
2
Notes:
1. AGM of the Company is being conducted through VC in compliance with General Circular No. 02/2022 dated
May 05, 2022 and General Circular 21/2021 dated December 12, 2021 read with General Circular Nos. 14/2020,
17/2020, 20/2020, No. 02/2021 and No. 19/2021 issued by Ministry of Corporate Affairs and Circular dated
January 15, 2021 read with Circular dated May 12, 2020 issued by the Securities and Exchange Board of India
(collectively referred to as “Circulars”), which details the procedure and manner of holding AGM through VC
and provide certain relaxations from compliance with Listing obligations in view of COVID 19 pandemic.
2. The proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company situated
at #53/1-4, Hosur Main Road, Madivala (Next to Madivala Police Station), Bengaluru - 560068, Karnataka, India,
which shall be the deemed Venue of the AGM. Since the AGM will be held through VC, the Route Map is not
annexed to this Notice.
3. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll
instead of himself/herself and the proxy so appointed need not be a member of the Company. Since this AGM
is being held through VC, physical attendance of members has been dispensed with. Accordingly, the facility for
appointment of proxies by the members will not be available for the AGM and hence the Proxy Form and
Attendance Slip are not annexed to this Notice.
4. Details of the Director seeking appointment/re-appointment at the 11th AGM is provided in Annexure A of this
Notice. The Company has received the requisite consents/declarations for the appointment/ re-appointment
under the Companies Act, 2013 and the rules made thereunder.
5. M/s. KFin Technologies Limited, Registrar & Transfer Agent of the Company (“RTA”), shall be providing the
facility for voting and attending the AGM through VC. Members may note that the VC facility provided by RTA
allows participation of upto 1,000 members on a first-come-first-served basis. The members (holding 2% or
more shareholding), promoters, institutional investors, directors, key managerial personnel, the Chairpersons of
the Audit Committee, Nomination, Remuneration and Board Governance Committee and Stakeholders
Relationship Committee, auditors, scrutinizers, etc. can attend the AGM without any restriction on account of
first-come-first-served principle. Members can login and join 15 (fifteen) minutes prior to the scheduled time of
meeting and the window for joining shall be kept open till the expiry of 15 (fifteen) minutes after the scheduled
time. The detailed instructions for remote e-voting, participation in the AGM through VC and for e-voting during
the AGM are provided in Annexure B attached to this Notice.
6. Institutional / Corporate members (i.e., other than individuals / HUF, NRI, etc.) are required to send a scanned
copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its
representative to attend the AGM on its behalf and to vote electronically either during the remote e-voting
period or during the AGM. The said Resolution/Authorization should be sent electronically through their
registered email address to the Scrutinizer at [email protected] with a copy marked to
[email protected].
7. In case of Joint Holders attending the AGM, only such Joint Holder whose name appears first in the order of
names will be entitled to vote.
8. The Company has appointed Mr. V Sreedharan, Practicing Company Secretary, Senior Partner of M/s V
Sreedharan & Associates, Company Secretaries, Bengaluru (FCS 2347; CP 833) and in his absence Mr. Pradeep B
Kulkarni, Practicing Company Secretary, Bengaluru (FCS 7260; CP 7835) or Ms. Devika Sathyanarayana (FCS
11323; CP No. 17024) Practicing Company Secretary, Bengaluru, Partners of the same firm, as Scrutinizer to
scrutinize the e-voting process in fair and transparent manner.
9. A member logging-in to the VC facility using the remote e-voting credentials shall be considered for the record
of attendance of such member at the AGM and such member attending the AGM shall be counted for the
purpose of reckoning the quorum under Section 103 of the Act.
10. The Register of Members and Transfer Book of the Company will be closed from Saturday, June 25, 2022, to
Thursday, June 30, 2022 (both days inclusive) for the purpose of AGM, annual closing and for determining
entitlement of members for the final dividend for FY’22. Accordingly, Friday, June 24, 2022, would be the cut-off
date for the purpose of reckoning the members/beneficial owners entitled to e-vote and attend the AGM
through VC. The voting rights of members shall be in proportion to their share in the paid-up equity share capital
of the Company as on the said cut-off date.
3
11. The Board of Directors has recommended a final dividend of Rs.2/- per equity share of Rs.2/- each for the
financial year ended March 31, 2022, that is proposed to be paid on and from 5th July, 2022, subject to the
approval of the members at the ensuing AGM. Dividend will be paid as per the mandate registered with the
Company or with their respective Depository Participants through electronic clearing service or warrants/at-par
cheques or demand drafts, as the case may be.
12. SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated 3rd November 2021 has made
it mandatory for shareholders holding shares in physical form to furnish PAN, KYC (i.e., postal address with pin
code, email address, mobile number, bank account details, specimen signature, Demat account details) and their
nominee details to the RTA of the Company.
Further details and relevant forms to update the above-mentioned are available on the Company’s website at
https://www.happiestminds.com/investors/disclosures/Information-to-be-provided-to-RTA-by-
shareholders-holding-shares-in-physcial-form.pdf. Members holding shares in Demat may contact their
Depository Participant to update their email address, nominee and bank account details.
13. Dividend income is taxable in the hands of the members and the Company is required to deduct tax at source
(“TDS”) from dividend paid to the members at prescribed rates in the Income Tax Act, 1961. In general, no tax
will be deducted on payment of dividend to the category of members who are resident individuals (with valid
PAN details updated in their folio/client ID records) and the total dividend amount payable to them does not
exceed Rs.5,000/-. Members not falling in the said category can go through the detailed note with regard to the
applicability of tax rates for various other categories of members and the documents that need to be submitted
for nil or lower tax rate, which has been provided on the Company’s website at
https://www.happiestminds.com/investors/disclosures/.
14. Members are requested to note that dividends, if not encashed for a consecutive period of 7 years from the date
of transfer to the Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education
and Protection Fund (“IEPF”). Further, the shares in respect of such unclaimed dividends are also liable to be
transferred to the Demat account of the IEPF Authority. In view of this, members/claimants are requested to
claim their dividends from the Company within the stipulated timeline.
15. In compliance with the Circulars, an electronic copy of the Notice of the AGM along with the Integrated Annual
Report is being sent only by email to those members whose e-mail addresses are registered with the Company/
Depositories, unless any member has requested a physical copy of the same. The Notice calling the AGM and
the Integrated Annual Report has been uploaded on the website of the Company at www.happiestminds.com.
The Notice is also accessible from the websites of the Stock Exchanges i.e. BSE Limited and National Stock
Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The same is also
available on the website of RTA at https://evoting.kfintech.com/.
16. All the members whose names are recorded in the Register of Members or in the Register of Beneficial Owners
maintained by the depositories as on Friday, May 27, 2022, have been considered for the purpose of sending
the AGM Notice and the Integrated Annual Report. However, instructions have been given in Annexure B to
enable those persons who become members subsequently to receive the AGM notice, Integrated Annual Report
and login credentials.
17. SEBI vide its notification dated January 24, 2022, has mandated that all requests for transfer of securities including
transmission and transposition requests shall be processed only in dematerialized form. In view of the above,
members holding shares in physical form are advised to dematerialize the shares with their Depository
Participant.
18. The statutory documents (i.e., The Register of Directors and Key Managerial Personnel and their Shareholding
maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or Arrangements in which
the Directors are interested maintained under Section 189 of the Companies Act, 2013 and the Certificate from
the Secretarial Auditors of the Company under the SEBI (Share Based Employee Benefits) Regulations, 2014), will
be available electronically for inspection by the members during the AGM. Further, all the documents referred
to in the Notice will also be available for electronic inspection by the members from the date of circulation of
this Notice up to the date of AGM, i.e. June 30, 2022. Members seeking to inspect such documents can send an
email to [email protected].
19. Members seeking any information with regard to accounts or operations are required to write to the Company
at least seven days prior to the date of meeting, so as to enable the Management to keep the information ready.
4
Annexure A
Profile of Director being appointed at the AGM

(In pursuance to Reg. 36 (3) of the SEBI (LODR) Regulations and Secretarial Standard - 2)
Mr. Ashok Soota
Name of the Director
DIN No. 00145962

Date of birth (Age) November 12, 1942 (79 years)
Date of first appointment April 1, 2011, as Executive Chairman
Bachelor’s degree in Electrical Engineering from University of
Qualification Roorkee and a Master of Business Management degree from the
Asian Institute of Management, Philippines
Over 55 years of experience and is widely recognized as one of the
pioneering leaders of the Indian IT industry. As a serial entrepreneur,
he has led both the companies where he was founding Chairman to
very successful IPOs: Happiest Minds (2020) and MindTree (2007). He
has been the President of the Confederation of Indian Industry (CII),
Experience & expertise in specific a member of the Prime Minister’s Task Force for IT and was on the
functional areas Advisory Council for the World Intellectual Property Organization,
Geneva. He is a Fellow of INAE and CSI and on the Board of
Governors of the Asian Institute of Management (AIM),
Philippines. He is a recipient of multiple awards for IT Person of the
year (Dataquest and Elcina) and Lifetime Achievement (Financial
Express, Dataquest and Chiratae Ventures, earlier IDG).
Directorships held in other
Companies in India
Chairmanship / Membership of
Committees held in other Companies Nil
in India
Relationship with other Directors
None
and KMP
No. of Shares held in the Company

7,80,17,452 (53.12%) *
(% to total capital)
No. of Board Meetings attended

5 (Five)
during FY’22
*Including shares held in the name of Ashok Soota Medical Research LLP
Note: The Director has furnished consent/declarations for his appointment as required under the Companies Act
and Rules made thereunder. For other details of the Director, please refer to the Report on Corporate Governance,
which is a part of the Integrated Annual Report 2022.
5
Annexure B
Detailed instructions for remote e-voting, the process to receive notice and login
credentials by the persons who become members after the cut-off date, participation
in the AGM through VC, and for e-voting during the AGM
1. Any person who becomes a Member of the Company after sending this Notice of AGM but on or before the
cut-off date viz. Friday, June 24, 2022, can access the notice of AGM along with the Integrated Annual report for
the financial year 2021-22 on the website of the Company https://www.happiestminds.com/investors/ ,
website of stock exchanges i.e. BSE Limited https://www.bseindia.com/ and National Stock exchange of
Indian Limited https://www.nseindia.com/ and on the website of RTA at https://evoting.kfintech.com/.
2. Members who have not registered their email address as a consequence of which the Integrated Annual
Report, Notice of AGM, and e-voting instructions could not be serviced or who have become members post
sending of this Notice of AGM, may temporarily get their email address and mobile number updated with the
Company’s RTA, by clicking the link:
https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx
Members are requested to follow the process as guided in the above-mentioned link to capture the email
address and mobile number for sending the soft copy of the Notice and e-voting instructions along with the
User ID and Password. In case of any queries, please write to [email protected]
3. INSTRUCTION FOR REMOTE E-VOTING:

Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Act read with Rule 20 of
the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation
44 of the Listing Regulations and applicable Circulars, the Company is offering the facility of remote e-voting to
its Members. The facility of casting votes by a Member using a remote e-voting system before the AGM as well
as during the AGM will be provided by Company’s RTA – M/s KFin Technologies Limited.
(a) Login method for e-Voting: Applicable only for Individual shareholders holding securities
in Demat
As per the SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies,
Individual shareholders holding securities in Demat mode are allowed to vote through their demat account
maintained with their respective Depositories and Depository Participants as detailed below. Shareholders
are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting
facility.
Option 1 – Login through Depositories
NSDL CDSL
1. Members who have already registered 1. Members who have already registered and
and opted for IDeAS facility to follow below opted for Easi / Easiest to follow below steps:
steps:
(i)Go to URL:
(i)Go to URL: https://eservices.nsdl.com https://web.cdslindia.com/myeasi/home/login ;
(ii)Click on the “Beneficial Owner” icon under or
‘IDeAS’ section. (ii)URL: www.cdslindia.com and then go to Login
(iii)On the new page, enter the existing User ID and and select New System Myeasi
Password. Post successful authentication, click (iii)Login with user id and password.
on “Access to e-Voting” (iv)The option will be made available to reach e-
(iv)Click on the company name or e-Voting service Voting page without any further authentication.
provider and you will be re-directed to e-Voting
6
service provider website for casting the vote (v)Click on company name or e-Voting service
during the remote e-Voting period. provider name to cast your vote during the
remote e-Voting period.
2. User not registered for IDeAS e-Services 2. User not registered for Easi/Easiest
(i)To register click on link:
https://eservices.nsdl.com (i)Option to register is available at
(Select “Register Online for IDeAS”) https://web.cdslindia.com/myeasi/Registratio
or n/EasiRegistration
(ii)https://eservices.nsdl.com/SecureWeb/Ideas
DirectReg.jsp (ii)Proceed with completing the required fields.
Proceed with completing the required fields.
3. First-time users can visit the e-Voting 3. First-time users can visit the e-Voting
website directly and follow the process website directly and follow the process below:
below:
(i)Go to URL: www.cdslindia.com
(i)Go to URL: https://www.evoting.nsdl.com/ (ii)Click on the icon “E-Voting”
(ii)Click on the icon “Login” which is available under (iii)Provide demat Account Number and PAN No.
‘Shareholder/Member’ section. (iv)System will authenticate user by sending OTP on
(iii)Enter User ID (i.e., 16-digit demat account registered Mobile & Email as recorded in the
number held with NSDL), Password/OTP and a demat Account.
Verification Code as shown on the screen. (v)After successful authentication, the user will be
(iv)Post successful authentication, you will be provided links for the respective ESP where the e-
redirected to NSDL Depository site wherein you Voting is in progress.
can see e-Voting page. (vi)Click on the company name and you will be
(v)Click on the company name or e-Voting service redirected to e-Voting service provider website for
provider name and you will be redirected to e- casting your vote during the remote e-Voting
Voting service provider website for casting your period.
vote during the remote e-Voting period.
4. Members can also download NSDL
Mobile App “NSDL Speede” facility by
scanning the QR code mentioned below for
a seamless voting experience.
NSDL mobile App is available on
Option 2 - Login through Depository Participants.
You can also login using the login credentials of your demat account through your Depository Participant
registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to see e-Voting option. Click on
e-Voting option and you will be redirected to NSDL/CDSL Depository site after successful authentication.
Click on the company name or e-Voting service provider name and you will be redirected to e-Voting service
provider website for casting your vote during the remote e-Voting period.
7
Important note:
Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at the above-mentioned website. For any technical issues, Members may contact
as below:
NSDL CDSL
NSDL helpdesk by email to: CDSL helpdesk by email to
[email protected] or call at [email protected] or call at
toll-free no.: 1800 1020 990 or 1800 22 44 30 022- 23058738 or 22-23058542-43
(b) Login method for e-Voting: Applicable only for Members holding shares in physical form and
for Non-Individual Members (holding shares either in physical or demat):
Please access the RTA’s e-voting platform at the URL: https://evoting.kfintech.com/

Members whose email IDs are registered with the Company/ Depository Participants (s), will receive an email
from RTA which will include details of E-Voting Event Number (EVEN) i.e., 6614, USER ID and password.
Members are requested to use these credentials at the Remote Voting Login at the above-mentioned URL.
Alternatively, if the member is already registered with RTA’s e-voting platform, then he can use their existing
User ID and password for casting the vote through remote e-voting. If they have forgotten the password,
then they may click “forgot password” and enter Folio No. or DP ID Client ID and PAN to generate a password.
Members can also use SMS service to get the credentials if their mobile number is registered against Folio
No. / DP ID Client ID, by sending SMS: MYEPWD <space> EVEN No+Folio No. (in case of physical
shareholders) or MYEPWD <space> DP ID Client ID (in case of shares held in DEMAT form) to 9212993399.
Example for NSDL MYEPWD <SPACE> IN12345612345678
Example for CDSL MYEPWD <SPACE> 1402345612345678
Example for Physical MYEPWD <SPACE> 6614HMT12345678
4. OTHER GENERAL INSTRUCTION FOR REMOTE E-VOTING:

a) The remote e-voting facility will be available during the following period:
Start date and time Monday, June 27, 2022, at 09.00 a.m. IST
End date and time Wednesday, June 29, 2022, at 05.00 p.m. IST
During this period, Members holding shares either in physical form or in dematerialized form, as on Friday,
June 24 i.e., cut-off date, may cast their vote electronically.
b) The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall
be disabled/blocked by RTA upon expiry of the aforesaid period. Once the vote on a resolution is cast by the
Member(s), they shall not be allowed to change it subsequently or cast the vote again.
c) In case of any query pertaining to e-voting, please refer Help’ or ‘FAQs' and 'User Manual for shareholders'
available at the 'Download' section on the website (bottom corner) of our RTA at
https://evoting.kfintech.com/. Member may also call RTA at toll free number 1-800-3094-001 or send an
e-mail request to [email protected] for all e-voting related matters.
8
5. INSTRUCTIONS FOR E-VOTING AT E-AGM:

a) Only those members who will be present in the e-AGM through video conference facility and have not cast
their vote earlier through remote e-voting are eligible to vote through e-voting during the e-AGM.
b) Members who have cast their votes by remote e-voting prior to the meeting may attend the meeting but
shall not be entitled to cast their vote again.
c) Upon the declaration by the Chairperson about the commencement of e-voting at e-AGM, Members shall
click on the “Vote” sign on the left-hand bottom corner of their video screen for voting at the e-AGM, which
will take them to the 'Instapoll' page.
d) Members to click on the “Instapoll” icon to reach the resolution page and follow the instructions to vote on
the resolutions.
e) The facility of Instapoll will be available during the time not exceeding 15 minutes from the commencement
of e-voting as declared by the Chairman at e-AGM and can be used for voting only by those Members who
hold shares as on the cut-off date viz. June 24, 2022, and who are attending the meeting and who have not
already cast their vote(s) through remote e-voting.
6. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE E-AGM:

a) Members will be able to attend the e-AGM through VC/OAVM provided by RTA at
https://emeetings.kfintech.com/ by clicking on the tab 'video conference' and using their remote e-voting
login credentials shared through email. The link for e-AGM will be available in the Member’s login where the
event and the name of the Company can be selected. Members who do not have User ID and Password for
e-voting or have forgotten the User ID and Password may retrieve the same by following the instructions
mentioned in clause 2 of this Annexure.
b) Members are encouraged to join the meeting through Laptops with Google Chrome for a better experience.
c) Further, members will be required to use the camera, if any, and hence it is recommended to use the internet
with a good speed to avoid any disturbance/glitch/garbling, etc. during the meeting.
d) While all efforts would be made to make the VC/OAVM meeting smooth, participants connecting through
mobile devices, tablets, laptops, etc. may at times experience audio/video loss due to fluctuation in their
respective networks. The use of a stable Wi-Fi or LAN connection can mitigate some of the technical glitches.
e) Members, who would like to express their views or ask questions during the e-AGM will have to register
themselves as a speaker by visiting the URL https://emeetings.kfintech.com/ and clicking on the tab
'Speaker Registration' and mentioning their registered e-mail id, mobile number, and city, during the period
starting from June 27, 2022 at 09.00 a.m IST up to June 28, 2022 at 05.00 p.m IST. Only those members who
have registered themselves as a speaker will be allowed to express their views/ask questions during the e-
AGM and the maximum time per speaker will be restricted to 3 minutes.
The Company reserves the right to restrict the number of speakers depending on the availability of time for
the e-AGM. Please note that questions of only those Members will be entertained/considered who are
holding shares of Company as on the cut-off date i.e., June 24, 2022.
f) A video guide assisting the members attending e-AGM either as a speaker or participant is available for quick
reference at URL https://cruat04.kfintech.com/emeetings/video/howitworks.aspx
g) Members who need technical or other assistance before or during the e-AGM can contact RTA by sending
email to [email protected] or call at Helpline: 1800 309 4001 (toll-free).
h) Due to limitations of transmission and coordination during the Q&A session, the Company may dispense
with the speaker registration during the e-AGM.
7. GENERAL INSTRUCTIONS FOR MEMBERS:

a) The Chairperson shall formally propose to the Members participating through VC/OAVM facility to vote on
the resolutions as set out in this Notice of 11 th AGM (e-AGM) and shall also announce the start of the casting
of the vote at AGM through the e-voting platform of our RTA - KFin Technologies Limited and thereafter the
e-voting at AGM will commence.
b) The Scrutiniser shall, immediately after the conclusion of e-voting at the AGM, first count the votes cast during
the meeting, thereafter unlock the votes cast through remote e-voting and make a consolidated Scrutiniser’s
9
report of the total votes cast in favour or against, if any, and submit the report to the Chairperson of the
Company or any person authorized in that respect, who shall countersign the same and thereafter announce
the results of the e-voting. The results declared along with the scrutinizer’s report shall be placed on the
Company’s website at www.happiestminds.com/investors and the website of RTA at
https://evoting.kfintech.com/ and shall also be communicated to the stock exchanges viz BSE Limited &
National Stock Exchange of India Limited. where the shares of the Company are listed. The resolutions shall
be deemed to be passed at the e-AGM of the Company subject to obtaining requisite votes thereto.
Summarized information at a glance:
Particulars Details
Time and date of AGM 4.00 PM IST on Thursday the June 30, 2022
Through video conference at below link:
Venue/Mode
https://emeetings.kfintech.com/
Book closure dates From June 25, 2022 to June 30, 2022 (both days inclusive)
Record date for payment of final
June 24, 2022
dividend
Final dividend recommended for
Rs.2/- per equity share
FY’21
Final dividend payout date, if

On or after July 05, 2022
approved by members
Detailed information on TDS https://www.happiestminds.com/investors/disclosures/
Cut-off date for e-Voting June 24, 2022
E-voting Start time and date Monday, June 27, 2022 at 09.00 a.m IST
E-voting end time and date Wednesday, June 29, 2022 at 05.00 p.m IST
https://evoting.kfintech.com/
E-voting website links (Please use as
https://eservices.nsdl.com
applicable to you)
https://web.cdslindia.com/myeasi/home/login
E-voting Event Number (EVEN) 6614
Weblink for temporary registration to

receive AGM Notice and credentials https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx
for E-voting / eAGM
Mr. Umesh Pandey, Manager

KFin Technologies Limited
Selenium Tower B, Plot 31 & 32, Financial District, Nanakramguda,
Serilingampally Mandal, Hyderabad - 500 032, Telangana
Contact details of RTA Email ids:
[email protected]
[email protected]
Website: https://www.kfintech.com
Toll free number : 1- 800-309-4001
10
About Happiest Minds Technologies

Happiest Minds Technologies Limited (NSE:
HAPPSTMNDS), a Mindful IT Company, enables digital
transformation for enterprises and technology providers by
delivering seamless customer experiences, business
efficiency and actionable insights. We do this by leveraging
a spectrum of disruptive technologies such as: artificial
intelligence, blockchain, cloud, digital process automation,
internet of things, robotics/drones, security,
virtual/augmented reality, etc. Positioned as ‘Born Digital .
Born Agile’, our capabilities span digital solutions,
infrastructure, product engineering and security. We deliver
these services across industry sectors such as automotive,
BFSI, consumer packaged goods, e-commerce, edutech,
engineering R&D, hi-tech, manufacturing, retail and
travel/transportation/ hospitality.
A Great Place to Work-CertifiedTM company, Happiest

Minds is headquartered in Bangalore, India with operations
in the U.S., UK, Canada, Australia and Middle East.
www.happiestminds.com
11

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Happiest Minds Technologies Limited

Regd. Office: #53/1-4, Hosur Main Road, Madivala,

Listing Compliance & Legal Regulatory Listing & Compliance

Praveen Kumar Darshankar

Get this report online at:

and Create Value

117 Board’s Report

Financial Statements Logical extension of our happiness

Consolidated Financial Statements

The Happiest Minds’

Executive Board’s Letter

Joseph Anantharaju Rajiv Shah

Ram Mohan C Venkatraman Narayanan

Businesses, companies and enterprises be hybrid and remote working must

3. Efficiency Digital Business Services (DBS) led

ABOUT HAPPIEST MINDS

Mission, Vision & Values

Our 2021-31 Vision - Our Values

Design for Perpetuity Sharing

ESG Excellence Mindful

Thought Leadership Our Mission Integrity

Profitable Growth Happiest People . Happiest Customers Learning

Ambassador for Happiness Excellence

World-Class Team Social Responsibility

Diversified Business Offering Spanning Digital Lifecycle

Product Engineering Digital Business Infrastructure Management &

`1,094 Crores 4,168 206

Great Place Global Awards

Shareholding Pattern (%) (as on March 31, 2022)

Visionary Leadership & Top-Rated Clientele and Diversified

Diversified Geographic Footprint

Strong R&D Capabilities and Technology Expertise

Diverse Industry Expertise

Edutech Hitech Banking and Retail Travel, Media Industrial Manufacturing

Leading Ahead With Culture & Technology

Happiest Minds is the First Indian IT firm to be

Happiest People . Happiest Customers

We help our customers

solutions to them. CO-CREATION CONSULTATIVE

Digital and Agile Delivery Model

Reimagining Engineering &

Scalable Business Model

Revenue by Geography Digital Revenue Revenue by Vertical

9.0% 3.5% 8.8%

Client Revenue Concentration Million $ Customers

Top 1 Top 5 Top 10 Top 20 FY20 FY21 FY22

Fixed Price Time and

Europe & UK UAE Americas

Awards and Recognition

Great Place to Work® Institute

Ranked #21 - India's Best

Ranked #63 - Asia’s Best

India’s Top 50 Best Workplaces

16 *All logos are properties of their respective owners.

Great Place to Work® Institute

India's Top 25 Best Workplaces in

India’s Top 15 Best Workplaces in

India’s Top 10 for

*All logos are properties of their respective owners. 17

Golden Peacock Award for

3. Efficiency Digital Business Services (DBS) led

Best-in-class ecosystem benefiting Happiest Minds and Customers

Recognized as a ‘Major Contender’ Recognized in Zinnov Zones as a Leader

Women Happiest Minds as a % of Learning Hours in FY22 increased by 46%

Net Promoter Score: 53

Total water recycled – 87.38% (FY22), 66.2% (FY21)

Project-related calls, reviews and Achieve an NPS of 55 by 2026 Improved implementation

Town halls; project or operations Effort towards personal Instituted a dedicated

Press releases; email advisories; Long-term growth Maintained industry-leading

Meetings/calls; visits; partner Enhance and actively Premier vendor relationships

Presentations; reviews, field Being a responsible Supported Akshaya Patra

Project management reviews; Fair business practices Ensured fair and

Representations on consultative Participate in national Transparent reporting of

Risk Implemented Data privacy policies and controls as per

Risk Implemented multiple controls to ensure data security and

Opportunity Balancing the protection of our IPs and their

Risk Adopted a Secure Software development process to

Opportunity Multiple learning and development programs to upskill

Opportunity Significant monetary and non-monetary benefits

Opportunity Striving to be a good corporate citizen with a special

Talent availability Being headquartered in India, we have significant access to